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

                                   FORM 10-QSB

 _X_  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934

     For Quarterly period Ended: March 31, 2005; or

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

     For the transition period _________ to __________

                         Commission File Number: 0-32323
                             ----------------------

                           MOTORSPORTS EMPORIUM, INC.
                           -------------------------
             (Exact name of registrant 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) (Zip Code)

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

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___

     The number of shares outstanding of the registrant's common stock, $0.001
par value, as of March 31, 2005, was 167,856,128.

     Transitional Small Business Disclosure Format. Yes ___  No _X_

===============================================================================
<PAGE>

                            MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                              Report on Form 10-QSB

                      For the Quarter Ended March 31, 2005

                                      INDEX
                                                                           Page
Part I.  Financial Information

     Item 1. Financial Statements (unaudited).............................. 3

             Balance Sheet................................................. 4

             Statements of Operations...................................... 6

             Statements of Cash Flows...................................... 7

             Notes to the Financial Statemen............................... 8

     Item 2. Management's Discussion and Analysis or Plan of Operation..... 12

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

Part II. Other Information

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

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

     Item 3. Defaults Upon Senior Securities............................... 19

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

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

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

                                     Page 2

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

     The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
our financial position, results of operations, cash flows, and stockholders'
deficit in conformity with generally accepted accounting principles in the
United States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.

     Our unaudited balance sheet as of March 31, 2005 and our audited balance
sheet as of December 31, 2004; the related unaudited statements of operations
for the three month periods ended March 31, 2005 and 2004, and the unaudited
statement of cash flows for the three month periods ended March 31, 2005 and
2004, are attached hereto and incorporated herein by this reference.

                                     Page 3

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                         March 31,                     December 31,
                                                                           2005                            2004
                                                                        (Unaudited)
                                                                        ----------                      ----------
<S>                                                                     <C>                             <C>
CURRENT ASSETS

   Cash                                                                 $   60,062                      $   12,732
   Accounts receivable                                                       3,079                             955
   Inventory                                                               114,947                         134,416
   Prepaid expenses, net                                                         -                           1,067
                                                                        ----------                      ----------
     Total Current Assets                                                  178,088                         149,170
                                                                        ----------                      ----------
FIXED ASSETS, NET                                                           17,473                           8,124
                                                                        ----------                      ----------
OTHER ASSETS

   Deposits                                                                    295                             295
   Intangible assets, net                                                   24,915                          27,263
                                                                        ----------                      ----------
     Total Other Assets                                                     25,210                          27,558
                                                                        ----------                      ----------
     TOTAL ASSETS                                                       $  220,771                      $  184,852
                                                                        ==========                      ==========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                     Page 4

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                           Consolidated Balance Sheets
                                   (Continued)
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                         March 31,                     December 31,
                                                                           2005                            2004
                                                                        (Unaudited)
                                                                        ----------                      ----------
<S>                                                                     <C>                             <C>
CURRENT LIABILITIES

   Accounts payable and accrued expenses                                $  257,051                      $  367,291
   Notes payable                                                            35,000                         198,347
   Notes payable - shareholder                                             106,500                         112,518
                                                                        ----------                      ----------
     Total Current Liabilities                                             398,551                         678,156
                                                                        ----------                      ----------
LONG TERM LIABILITIES

   Notes payable - shareholder                                             123,074                         124,377
                                                                        ----------                      ----------
   Total Long Term Liabilities                                             123,074                         124,377
                                                                        ----------                      ----------
   Total Liabilities                                                       521,625                         802,533
                                                                        ----------                      ----------
STOCKHOLDERS' DEFICIT

   Preferred A stock, $250 par value, 100,000 shares authorized;
    96 shares issued and outstanding                                        24,000                          24,000
   Preferred B stock, $.05 par value, 3,000,000 shares authorized;
    2,500,000 issued and outstanding                                       125,000                         125,000
   Common stock; $.001 par value, 500,000,000 shares authorized;
    169,556,128 and 135,956,000 shares issued and
    outstanding, respectively                                              169,556                         135,956
   Additional paid-in capital                                            2,896,066                       2,281,364
   Deferred expenses paid with common stock, net                                 -                         (19,520)
   Stock subscription receivable                                           (31,798)                              -
   Accumulated deficit                                                  (3,483,678)                     (3,164,481)
                                                                        ----------                      ----------
     Total Stockholders' Deficit                                          (300,854)                       (617,681)
                                                                        ----------                      ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $  220,771                      $  184,852
                                                                        ==========                      ==========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                     Page 5

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    For the Three Months Ended
                                                                            March 31,
                                                                ---------------------------------
                                                                   2005                   2004
                                                                ---------               ---------
<S>                                                             <C>                     <C>
REVENUES

   Retail sales                                                 $  50,586               $       -
                                                                ---------               ---------
     Total Revenue                                                 50,586                       -
                                                                ---------               ---------
EXPENSES

   Cost of sales                                                   30,076                       -
   Selling, general and administrative                            333,456                       -
   Depreciation                                                       750                       -
   Amortization                                                     3,415                       -
                                                                ---------               ---------
     Total Expenses                                               367,697                       -
                                                                ---------               ---------
OPERATING LOSS                                                   (317,111)                      -
                                                                ---------               ---------
OTHER EXPENSE

   Interest expense                                                (2,086)                      -
                                                                ---------               ---------
     Total Other Expense                                           (2,086)                      -
                                                                ---------               ---------
LOSS BEFORE DISCONTINUED OPERATIONS                              (319,197)                      -
                                                                ---------               ---------
   Loss from discontinued operations                                    -                (210,265)
                                                                ---------               ---------
     Total loss from discontinued operations                            -                (210,265)
                                                                ---------               ---------
NET LOSS                                                        $(319,197)              $(210,265)
                                                                =========               =========
LOSS PER SHARE

   Continuing Operations                                        $   (0.00)              $       -
   Discontinuing Operations                                     $       -               $   (0.01)
                                                                ---------               ---------
NET LOSS PER SHARE                                              $   (0.00)              $   (0.01)
                                                                =========               =========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING, BASIC AND DILUTED                                141,817,224             22,033,613
                                                                ===========             ==========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                     Page 6

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    For the Three Months Ended
                                                                            March 31,
                                                                ---------------------------------
                                                                   2005                   2004
                                                                ---------               ---------
<S>                                                             <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                     $(319,197)              $(210,265)
   Adjustments to receivable net loss to net cash
    from operating activities:
     Depreciation and amortization                                  4,164                  14,956
     Amortization of debt discounts                                   179                   3,780
     Amortization of expenses prepid with common stock             19,520                       -
     Purchase options expired                                           -                       -
     Common stock issued for services                                   -                 108,000
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                    (2,124)                  3,900
     (Increase) decrease in inventory                              19,469                       -
     Increase (decrease) in accounts payable and
      accrued expenses                                            (18,388)                 60,231
                                                                ---------               ---------
       Net Cash Used by Operating Activities                     (296,377)                (19,398)
                                                                ---------               ---------
CASH FLOWS FROM INVESTING ACTIVITIES

   (Increase) decrease in fixed assets                            (10,100)                  3,432
                                                                ---------               ---------
       Net Cash Provided (Used) by Investing Activities           (10,100)                  3,432
                                                                ---------               ---------
CASH FLOWS FROM FINANCING ACTIVITIES

   Cash overdraft                                                       -                   7,352
    Proceeds from notes payable                                         -                   5,000
   Payments on notes payable                                     (170,847)                      -
   Proceeds from issuance of common stock                         524,654                       -
                                                                ---------               ---------
       Net Cash Provided by Financing Activities                  353,807                  12,352
                                                                ---------               ---------
INCREASE (DECREASE) IN CASH                                        47,330                  (3,614)

CASH AT BEGINNING OF PERIOD                                        12,732                   3,614
                                                                ---------               ---------
CASH AT END OF PERIOD                                           $  60,062               $       -
                                                                =========               =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Interest paid                                                $   2,086               $       -
   Income tax paid                                              $       -               $       -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

   Common stock issued for services                             $       -               $ 108,000
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                     Page 7

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                        Notes to the Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed 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
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 financial statements be
read in conjunction with the Company's most recent audited financial statements
and notes thereto included in its December 31, 2004 Annual Report on Form
10-KSB. Operating results for the three months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.

NOTE 2 - MATERIAL EVENTS

Common Stock
------------

     During the first quarter of 2005, the Company issued 31,900,000 shares of
common stock for stock options exercised and reduction of debt valued at various
times recorded at market prices, or $616,504.

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 an accumulated deficit of $3,483,678 and a
working capital deficit of $220,463 as of March 31, 2005.

     The Company's has developed a strategic expansion plan for 2005 that
targets motor sports enthusiasts who participate in die cast collectables,
automobile restoration, high-performance accessories, motor sports-related
collectibles, automobile and racing art, driver's apparel, race venues and
product licensing. The Company is currently increasing its advertising by
obataining licensing agreements with professional race drivers as part of this
strategic plan. During March 2005, the Company launched a new division called
DriversDigs.com. This website is dedicated to selling original equipment (i.e.
racing suits, helmets, gloves, shoes, etc.) worn by participating race drivers.
During April 2005, the Company launched a new division called
PitStopStudios.com. This website is dedicated to selling automotive

                                     Page 8

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                        Notes to the Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 3 - GOING CONCERN (Continued)

artwork both signed and unsigned by drivers and artists. Minimal amounts of cash
were used to incorporate the new divisions to the Company and management
believes these new changes and its strategic plan will contribute to the
Company's overall growth.

     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 - DISCONTINUED OPERATIONS

     On December 20, 2004, the Company, Motorsports Emporium, Inc. (formerly Ten
Stix, Inc.) entered into an Assignment Agreement and General Release with Thomas
A. Sawyer, Tony Cranford and Ten Stix Gaming, Inc., a wholly-owned subsidiary of
the Company.

     Pursuant to the terms of the Assignment Agreement and General Release, in
consideration of the assignment of 100% of the issued and outstanding common
stock of Ten Stix Gaming, Inc., by the Company to Messrs. Sawyer and Cranford,
with the exception of the provision of the Management Severance Agreement which
provides for the execution of Consulting Agreements with Mr. Sawyer and Mr.
Cranford, under which Mr. Sawyer and Mr. Cranford shall receive an aggregate of
$60,000 for consulting services which shall survive this agreement and remain in
full force, Ten Stix Gaming, Inc., Mr. Sawyer and Mr. Cranford, released the
Company, its assigns, officers, directors, attorneys, agents, consultants,
representatives, principals, predecessors and successors in interest, from any
and all claims, demands, obligations pursuant to any agreement, liabilities, or
causes of action of any nature whatsoever that Ten Stix Gaming, Inc., Mr. Sawyer
and Mr. Cranford may now have or hereinafter acquire against the Company,
including without limitation the payment of any deferred and unpaid accrued
salaries, compensation, loans to and on behalf of the Company, reimbursement
and/or any other claims.

     With the disposition of all the common stock of Ten Stix Gaming, Inc., the
Company has completely divested itself of any interest in Ten Stix Gaming, Inc.,
and the gaming related business. The gain of $289,658 resulted in an increase to
additional paid in capital since the assets and liabilities were transferred to
related parties.

                                     Page 9

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                        Notes to the Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 4 - DISCONTINUED OPERATIONS (continued)

     The following is a summary of the discontinued operations for the three
months ended March 31, 2004:

                                                           For the Months Ended
                                                              March 31, 2004
                                                             ----------------
           REVENUES                                            $    26,795
                                                             ----------------
             Net Sales                                              26,795
                                                             ----------------
           EXPENSES                                                230,960
                                                             ----------------
             Total Expenses                                        230,960
                                                             ----------------
           OPERATING LOSS                                         (204,165)
                                                             ----------------
           OTHER INCOME (EXPENSE)

             Other Income                                                -
             Interest expense                                       (6,100)
                                                             ----------------
               Net Other Income (Expense)                           (6,100)
                                                             ----------------
           LOSS FROM DISCONTINUED OPERATIONS                   $  (210,265)
                                                             ================


NOTE 5 - OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS

     Under FASB Statement 123, the Company estimates the fair value of each
outstanding stock award at the grant date by using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants,
respectively; dividend yield of zero percent for all years; expected volatility
of 101.24%; risk-free interest rate of 3.87% and expected lives of 5.0 for the
three months ended March 31, 2005.

     Had compensation cost for the Company's stock options granted to employees
been based on the fair value as determined by the Black-Scholes option pricing
model at the grant date under the accounting provisions of SFAS No. 123, the
Company would have recorded an additional expense of $37,409 for the three
months ended March 31, 2005. Also under these same provisions, the Company's net
loss would have been changed by the pro forma amount indicated below:

                                    Page 10

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                        Notes to the Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 5 - OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS (continued)

                                                               March 31,
                                                                 2005

              Net loss:
                As reported                               $        (319,197)
                Pro forma                                 $        (356,604)


              Basic loss per share:
                As reported                               $           (0.05)
                Pro forma                                 $           (0.05)


NOTE 6 - SUBSEQUENT EVENTS

     During April 2005 the Company issued 200,000 shares of restricted stock to
Rhonda Keaveney, an officer and director of the Company, valued at $4,800 for
services rendered from October 13, 2004 until March 31, 2005.

     On April 5, 2005 the Company issued 100,000 shares of restricted stock to a
shareholder to reduce its debt.

     During April 2005, the Company issued 1,500,000 options to employees as
governed by the Employee Stock Incentive Plan No. 3.

     During April 2005, the Company approved a $5,000 per month annual salary
plan for an officer and director.

     As of May 5, 2005, Rhonda Keaveney was appointed as COO of the Company. She
will not receive an increase from the salary already granted for service as COO.

                                    Page 11

<PAGE>

Item 2- Management's Discussion and Analysis of Financial Position and Results
of Operations.

Cautionary Forward - Looking Statement

     The following discussion should be read in conjunction with the Company's
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
          the Company competes,
     -    the uncertainties surrounding technological change of the industry,
     -    the Company's 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. (the "Company") 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 fast track motor sports industry targeting enthusiasts
participating in die cast collecting, automobile restoration, high-performance
accessories, motor sports related collectibles, driver's apparel, race venues
and product licensing.

     The Company trades its shares of common stock on the OTC Bulletin Board
under the symbol "MSEP."

     The Company's principal executive offices are located at 16055 N. Dial
Blvd. Suite 5, Scottsdale, Arizona 85260. Its telephone number is (480) 596-4002
and its facsimile number is (480) 556-0831. More information regarding the
Company and its products is available on its website at
www.motorsportsemporium.com.

Results of Operation

Three-Month Period Ended March 31, 2005 Compared to Three-Month Period Ended
March 31, 2004

     The Company's net loss for the three-month period ended March 31, 2005 was
($319,197) compared to a net loss of approximately ($210,265) for the
three-month period ended March 31, 2004 (an increase of $108,932).

     Total revenue for the three-month periods ended March 31, 2005 and 2004
were $50,586 and $26,795, respectively (an increase of $23,791). Total revenue
generated during the three-month period ended March 31, 2005 was comprised of
retail sales of die cast collectible cars. Total revenue generated during the
three month period ended March 31, 2004 was comprised of lease, equipment sales,
and royalties income. The increase in revenue during the three-month period
ended March 31, 2005 was primarily due to an increase in sales of die cast
collectible cars.

                                    Page 12

<PAGE>

     During the three-month period ended March 31, 2005, the Company incurred
operating expenses of $367,697 compared to $230,960 of operating expenses
incurred during the three-month period ended March 31, 2004 (an increase of
$136,737). Operating expenses for the three-month period ended March 31, 2005
primarily consisted of: (i) $333,456 as selling, general and administrative
expenses compared to $212,571 in selling, general and administrative expenses
incurred during the three-month period ended March 31, 2004; (ii) $750 as
depreciation expense compared to $12,245 in depreciation expense incurred during
the three-month period ended March 31, 2004; and (iii) $3,414 in amortization
expense compared to $2,711 in amortization expense incurred during the
three-month period ended March 31, 2004. The Company also incurred $2,086 in
interest expense during the three-month period ended March 31, 2005 as compared
to $6,100 incurred during the three-month period ended March 31, 2003. The
increase in operational expenses during the three-month period ended March 31,
2005 compared to the three-month period ended March 31, 2004 was primarily due
to an increase in selling, general and administrative expenses resulting from
increased spending in advertising to promote the Company and its web sites.

     As discussed above, although the Company generated revenues in the amount
of $50,586 during the three-month period ended March 31, 2005, the increase in
net loss during such period compared to the three-month period ended March 31,
2004 is attributable primarily to an increase in general and administrative
expenses for advertising and promotions. The Company's net loss during the
three-month period ended March 31, 2005 is ($319,197) or (0.01) per common share
compared to a net loss of approximately ($210,265) or ($0.01) per common share
during the three-month period ended March 31, 2004. The weighted average number
of common shares outstanding, basic and diluted, was 141,817,224 for the
three-month period ended March 31, 2005 compared to 22,033,613 for the
three-month period ended March 31, 2004.

     For the three-month period ended March 31, 2005, net cash flows used by
operating activities was $296,377 compared to ($15,966) for the three-month
period ended March 31, 2004. The increase in net cash flows used by operating
activities during the three-month period ended March 31, 2005 compared to the
three-month period ended March 31, 2004 resulted primarily from (i) an increase
in common stock issued for services; (ii) a decrease in accounts payable and
accrued expenses of $18,388 during the three-month period ended March 31, 2005
compared to an increase of $60,231 during the three-month period ended March 31,
2004; and (iii) an increase in accounts receivable of $2,124 during the
three-month period ended March 31, 2005 compared to a decrease of ($3,900)
during the three-month period ended March 31, 2004.

     For the three-month period ended March 31, 2005, net cash flows used by
investing activities was $10,100 compared to ($3,432) for the three-month period
ended March 31, 2004. The increase in net cash flows used by investing activies
during the three-month period ended March 31, 2005 compared to the three-month
period ended March 31, 2004 resulted from the purchase of additional fixed
assets including computers, printers and a copier.

     For the three-month period ended March 31, 2005, net cash flows provided by
financing activities was $353,807 compared to $12,352 for the three-month period
ended March 31, 2004. The increase during the three-month period ended March 31,
2005 was primarily attributable to an increase in proceeds from the issuance of
common stock in the amount of $556,452.

     During the three-month period ended March 31, 2005, the Company generated
approximately $50,586 in revenues from the retail sales of die cast collectible
cars. Management of the Company believes that the Company will continue to
generate such revenues.

                                    Page 13

<PAGE>

     As of March 31, 2005, the Company's current assets were $178,088 and its
current liabilities were $398,551, resulting in a working capital deficit of
$220,463. As of March 31, 2005, current assets were comprised of (i) $60,062 in
cash, (ii) $3,079 in accounts receivable and (iii) $114,947 in inventory.

     As of March 31, 2005, current liabilities were comprised of (i) $35,000 in
notes payable; (ii) $106,500 in notes payable to stockholders; and (iii)
$257,051 in accounts payable and accrued expenses. As of March 31, 2005, the
Company's total liabilities consisted primarily of $398,551 in current
liabilities.

     As of March 31, 2005, the Company's total assets were $220,771 and its
total liabilities were $521,625. As of March 31, 2005, the Company's total
liabilities exceeded its total assets by $300,854. As of March 31, 2005, the
Company's total assets consisted primarily of (i) $178,088 in current assets;
(ii) $17,473 in net cost equipment; (iii) $24,915 net cost of intangible assets;
and (iv) $295 in security deposits.

     Stockholders' deficit decreased from ($617,681) for fiscal year ended
December 31, 2004 to ($300,854) for the three-month period ended March 31, 2005.

Liquidity And Capital Resources

     The Company generated $50,586 in total revenue during the three-month
period ended March 31, 2005. The Company issued $548,252 in common stock for
services, to reduce debt to shareholders, and to provide advertising and
promotional services. Notes payable were reduced by $225,321. The discontinued
operations segment of the Company generated $26,795 in total revenue during the
three-month period ended March 31, 2004. As such, the Company has only recently
generated cash flow to partially fund its operations and activities. As of the
date of this Report, management of the Company believes that an estimated
$1,000,000 is going to be required over the next fiscal year for payment of
expenses associated with the business operations of the Company. The Company's
future success and viability is primarily dependent upon its ability to increase
current operations and develop new business opportunities. Recent developments
have resulted in the Company to change its name from Ten Stix, Inc. to
MotorSports Emporium, Inc. the Company will continue marketing, promotion, and
sales of the die cast replica car business, while allowing the Company's
management to focus its goals, objectives and strategies of the Company into
growing the Company into a diverse business entity within the motor sports
industry. The Company's plan of operation for the next 12 months is to develop
new business ventures, seek the acquisition of assets, property or business that
may benefit the Company and its shareholders. Because the Company has minimal
capital resources, management anticipates that to achieve any such acquisition,
it may be required to issue shares of its stock as consideration for such
acquisition. In the event that the Company contacts or is contacted by a private
company or other entity, which may be considering a merger with or into the
Company, it is possible that the Company would be required to raise additional
funds in order to accomplish the transaction. Such transactions would be
valuated on a case by case basis. During the next 12 months, the Company's
foreseeable cash requirements will relate to continuing the operations of its
wholly owned subsidiary and business divisions, maintaining the Company in 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 the Company has not
identified any such venture as of the date of this Report, it is impossible to
predict the costs. Additionally, the Company may

                                    Page 14

<PAGE>

experience a liquidity predicament and be required to raise additional capital.
Historically, the Company has relied upon internally generated funds and funds
from the sale of shares of stock and loans from its shareholders and private
investors to finance its operations and growth. Management may rise additional
capital through future public or private offerings of its stock or through loans
from private investors, although there can be no assurance that the Company will
be able to obtain such financing. The Company's failure to do so would have a
material and adverse affect upon the Company and its shareholders. The Company's
financial statements have been prepared assuming that it 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 the Company be unable to continue in operations.

Off-Balance Sheet Arrangements

     As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's 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 the
Company is a party, under which the Company has (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

     A significant and estimated material commitment for the Company for fiscal
year 2005 is the amount of $70,372 due and owing certain shareholders of the
Company.

     On April 8, 2004, the Company, Tony Cranford ("Cranford") and Thomas Sawyer
("Sawyer"), former Directors and Officers of the Company entered into a
Stipulation with Rapid Funding, LLC ("Rapid Funding") wherein Rapid Funding (i)
acquired ownership of 14,764,600 shares of common stock of the Company including
shares previously owned by Cranford and Sawyer, (ii) obtained the right to
receive an additional 11,000,000 shares of common stock, which shares have since
been issued to Rapid Funding, and (iii) obtained the right to receive additional
shares of the Company's stock so that Rapid Funding would own at least 51% of
the issued and outstanding shares of the Company. As a result of the
Stipulation, Rapid Funding became the beneficial owner of 37,264,600 shares of
common stock of the Company and is the majority shareholder of the Company. The
Stipulation additionally provided that the Company make monthly installment
payments to Rapid Funding of $15,000 per month, commencing July 1,2004 and
expiring at such time as a total of $200,000 has been paid to Rapid Funding.
Pursuant to the Stipulation, upon receipt of the sum of $200,000 by Rapid
Funding all shares of the Company owned and held by Rapid Funding shall be
transferred and delivered to the Company.

     On June 30, 2004, the Company executed a Promissory Note in favor of Robert
C. Brehm ("Brehm") in the principal amount of $15,000, which was deposited with
counsel for the Company in order to make the initial $15,000 payment due to
Rapid Funding on July 1, 2004. Under the terms of the Promissory Note, the
principal and interest thereon at the rate of 12% per annum shall be due and
payable on or before August 10, 2004. Additionally, the Promissory Note provides
that at the option of the Brehm, the unpaid principal and interest thereon shall
be paid by the delivery to Brehm of all shares of the common stock of the
Company owned by Rapid Funding, when Rapid Funding has been paid in full
pursuant to the Stipulation.

                                    Page 15

<PAGE>

     On June 30, 2004, the Company, Cranford, Sawyer, and Brehm entered into a
Management Severance Agreement (the "Severance Agreement"). Under the terms of
this Severance Agreement Brehm, shall loan or arrange a loan to the Company in
the amount of $185,000 in order for the Company to pay and satisfy the
outstanding indebtedness owing to Rapid Funding under the Stipulation. This loan
was be evidenced by a Convertible Debenture on July 1, 2004, executed in favor
of Edify Capital Group, Inc. ("Edify Capital"). These funds were used by the
Company to pay off the balance owing to Rapid Funding under the Stipulation.
Under the terms of the Convertible Debenture the Company promises to pay the
loan in full on or before the first anniversary date of the issuance, with
interest from the date of issuance at the rate of 8% per annum, compounded and
payable quarterly. Pursuant to the terms of the Convertible Debenture, Edify
Capital, at its option at any time, may convert all or part of the unpaid
principal balance, plus accrued interest thereon into the common stock of the
Company. In the event of a conversion, the number of shares of the common stock
to be issued shall be determined by dividing the unpaid principal balance of the
Convertible Debenture, plus any accrued interest by 80% of the average of the
lowest three closing bid prices in past twenty trading days immediately
preceding any such conversion.

     The Severance Agreement also provides that following the Company's annual
meeting of shareholders and completion of its reincorporation and change of
domicile from Colorado to Nevada, the Company shall authorize 3,000,000 shares
of Series B Preferred Stock. Brehm shall be able to exchange the common shares
received pursuant to the option available in the Note for 2,500,000 shares of
Series B Preferred Stock and Ten Stix, Inc. shall cancel those common shares it
receives in this exchange by Brehm.

     The Severance Agreement also provides that the Company will form a gaming
subsidiary named Pro Shuffler, Inc., and that all gaming related assets,
licenses, and liabilities relating to said gaming business be transferred to Pro
Shuffler, Inc. Sawyer and Cranford will be the officers and directors of Pro
Shuffler, Inc., and the Company will transfer 80% of the common stock of Pro
Shuffler, Inc. to Sawyer and Cranford in consideration of their forgiveness of
all unpaid accrued payroll due and owing by the Company to Sawyer and Cranford.
Concurrently with the formation of Pro Shuffler, Inc., Sawyer and Cranford shall
execute Consulting Agreements under which they shall receive an aggregate of
$60,000 for their services to the Company regarding the transition of
operations, and Pro Shuffler, Inc. shall receive an additional $40,000 for
transitional and spin-off related costs. Following the completion of these
events, Sawyer shall resign as the President and CEO of the Company, and the
Board of Directors of Ten Stix shall appoint one additional director as
designated by Brehm to join the existing members of the Board of Directors of
the Company.

     The current officers and directors of the Company formed Ten Stix Gaming,
Inc., in February 2004 on behalf of the Company. Subsequent to the period
covered by this report the Company issued a total of 400,000 restricted shares
of common stock valued at $1,200. 200,000 shares each issued each to Tony A.
Cranford and Thomas E. Sawyer in consideration and exchange for 1,100,000 shares
of common stock Ten Stix Gaming, Inc., a Colorado corporation, thereby making
Ten Stix Gaming, Inc., a wholly-owned subsidiary of the Company. Ten Stix
Gaming, Inc. will be used as the gaming subsidiary vehicle that was called Pro
Shuffler, Inc. in the Severance Agreement.

                                    Page 16

<PAGE>

     On August 23, 2004, Brehm notified the Company of his election to convert
the Note to common stock pursuant to the terms of the Note and the Management
Severance Agreement and then convert the common stock pursuant to the Management
Severance Agreement to 2,500,000 shares of Series B Preferred Stock. As a matter
of administrative and cost efficiency, the Company and Brehm amended the Note
and Management Severance Agreement to reflect that the Note is convertible
directly into 2,500,000 shares of Series B Preferred Stock.

     Accordingly, on August 26, 2004, the Company issued 2,500,000 shares of
Series B Preferred Stock to Intercontinental Assets Corp., a Nevada corporation,
in full satisfaction of and pursuant to the terms of certain $15,000 promissory
note dated June 30, 2004, and amended as of August 26, 2004 and that certain
Management Severance Agreement dated June 30, 2004, and amended August 26, 2004.
Accordingly, Intercontinental Assets Corp., the holder of 2,500,000 shares of
Series B Preferred Stock shall have the right pursuant to Section 2(a) of the
Certificate of Designation, to vote 250,000,000 shares of common stock, which
will effectively give Intercontinental Assets Corp voting control of the
Company.

Future Commitments

     As of the date of this Quarterly Report, the Company does not have any
material commitments 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 the
Company's 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. The Company reminds 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, the
Company's ability to identify, produce and complete film 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.

                                    Page 17

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     The Company and management are not aware of any legal proceedings, pending
claims or assessments that have been threatened against the Company or its
properties or that may have a material adverse impact on the Company's financial
position or results of operations..

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

Recent Issuance of Unregistered Securities
------------------------------------------

        On January 4, 2005 the Company authorized, and on January 11, 2005, the
Company issued 2,000,000 shares of restricted common stock to an existing
shareholder for repayment of debt in the amount of $25,000. No underwriters were
used. These shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933.

     On January 13, 2005 and January 20, 2005 the Company authorized, and on
January 21, 2005 the Company issued 3,500,000 shares of restricted common stock
to David Keaveney, the Company's President and CEO for payment of debt in the
amount of $34,500. No underwriters were used. These shares were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933.

     On January 23, 2005 the Company authorized, and on February 4, 2005 the
Company issued 2,000,000 shares of restricted common stock to an existing
shareholder for repayment of debt in the amount of $25,000. No underwriters were
used. These shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933.

     On February 11, 2005 and February 24, 2005 the Company authorized, and on
February 24, 2005 the Company issued 600,000 shares of restricted common stock
to David Keaveney, the Company's President and CEO for payment of debt in the
amount of $11,800. No underwriters were used. These shares were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933.

     On March 7, 2005 the Company authorized, and on March 8, 2005 the Company
issued 1,100,000 shares of restricted common shares to two individuals. 100,000
shares were issued to a consultant for payment of services valued at $6,000 and
1,000,000 shares of restricted common shares to Arie Luyendyk, Jr. for his role
in the Company's non-corporate advisory board. No underwriters were used. These
shares were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933.

     On March 15, 2005 the Company authorized and issued 1,000,000 shares of
restricted common shares to Arie Luyendyk, Sr. for his role in the Company's
non-corporate advisory board. No underwriters were used. These shares were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933.

Subsequent Issuance of Unregistered Securities
----------------------------------------------

     Subsequent to the period covered by this report, during April 2005, the
Company issued 200,000 shares of restricted stock, valued at $4,800, to Rhonda
Keaveney, an officer and director of the Company, for services rendered from
October 13, 2004 until March 31, 2005. No underwriters were used. These shares
were issued pursuant to the exemption from registration under Section 4(2) of
the Securities Act of 1933.

     Subsequent to the period covered by this report, on April 5, 2005 the
Company issued 100,000 shares of restricted common stock to an existing
shareholder for repayment of debt in the amount of $3,000. No
underwriters were used. These shares were issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933.

Subsequent Issuance of Registered Securities
--------------------------------------------

     During April 2005, the Company authorized and issued 1,500,000 unrestricted
shares of common stock to employees pursuant to the terms of that certain
MotorSports Emporium, Inc. 2004 Employee Stock Incentive Plan No. 3. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on December 16, 2004 and pursuant to an
Order of Effective Registration by Qualification pursuant to Section 44-1891 of
the Securities Act of Arizona that was granted on January 13, 2005.

                                    Page 18

<PAGE>

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 March 31, 2005.

Item 5. Other Information

Press Release Dated May 5, 2005

     On May 5, 2005, the Company issued a press release announcing the the
appointment of Rhonda Keaveney as the company's Chief Operating Officer (COO). A
copy of the press release is incorporated herein by reference attached hereto as
Exhibit 99-1.

Item 6 - Exhibits

     Exhibits (numbered in accordance with Item 601 of Regulation S-B)

          3.1     Articles of Incorporation (1)
          3.2     Restated Articles of Incorporation of Registrant (2)
          3.3     Bylaws of Registrant (1)
          31**    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section 1350
          31**    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section 1350
          32**    906 Certification
          99-1**  Press Release dated April 1, 2005
          99-2**  Press Release dated April 1, 2005
          99-3**  Press Release dated April 11, 2005
          99-4**  Press Release dated April 29, 2005
          99-5**  Press Release dated May 5, 2005
         _______________
         (1)      Incorporated by reference to Form 10SB filed February 8, 2001
         (2)      Incorporated by reference to Form 8-K filed October 31, 2003.
         **       Filed Herewith


                                    Page 19

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          MOTORSPORTS EMPORIUM, INC.



Date:  April 13, 2005                     /s/ David Keaveney
                                          _______________________________
                                          David Keaveney
                                          President/Treasurer/
                                          Chief Executive Officer




Date:  April 13, 2005                     /s/ Rhonda Keaveney
                                          _______________________________
                                          Rhonda Keaveney
                                          Secretary/Chief Operations Officer

                                    Page 20