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

                                   ----------

                                   FORM 10-QSB

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

              For the quarterly period ended September 30, 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 small business issuer as specified in its charter)

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

                             16055 N. Dial Blvd. #5
                            Scottsdale, Arizona 85260
                    (Address of principal executive offices)

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

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15 (d) of the  Securities  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

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

     The number of shares  outstanding of the issuer's common stock,  $0.001 par
value, as of November 9, 2005 was 236,278,617.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]
================================================================================
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                              Report on Form 10-QSB

                    For the Quarter Ended September 30, 2005

                                      INDEX


                                                                            Page
                                                                            ----
Part I.  Financial Information

     Item 1. Financial Statements

          Consolidated Balance Sheets
          As of September 30, 2005 (unaudited) and December 31, 2004........  3

          Unaudited Consolidated Statements of Operations
          For the Quarter and Nine Months Ended September 30, 2005
          And September 30, 2004............................................  4

          Unaudited Consolidated Statements of Cash Flows
          For the Nine Months Ended September 30, 2005 and
          September 30, 2004................................................  5

          Notes to the Consolidated Financial Statements....................  6

     Item 2. Management's Discussion and Analysis or Plan of Operation ..... 10

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

Part II. Other Information

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

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

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

     Item 4. Submission of Matters to a Vote of Security Holders ........... 16

     Item 5. Other Information ............................................. 16

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

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS.

                           MOTORSPORTS EMPORIUM, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          September 30,         December 31,
                                                                              2005                  2004
                                                                          -----------           -----------
                                                                          (unaudited)
<S>                                                                       <C>                   <C>
                                     ASSETS

Cash                                                                      $    73,891           $    12,732
Accounts receivable                                                             1,039                   955
Inventory                                                                     151,180               134,416
Other current assets                                                            6,500                 1,067
                                                                          -----------           -----------
      Total current assets                                                    232,610               149,170
                                                                          -----------           -----------
Fixed assets, net                                                              17,008                 8,124
Deposits                                                                          295                   295
Intangible assets, net                                                         35,219                27,263
                                                                          -----------           -----------
      Total assets                                                        $   285,132           $   184,852
                                                                          ===========           ===========

                       LIABILITIES & STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                                     $   203,389           $   367,291
Notes payable                                                                      --               198,347
Notes payable - shareholder                                                   218,341               112,518
                                                                          -----------           -----------
      Total current liabilities                                               421,730               678,156
                                                                          -----------           -----------
Notes payable - shareholder                                                        --               124,377
                                                                          -----------           -----------
      Total long term liabilities                                                  --               124,377
                                                                          -----------           -----------
      Total liabilities                                                       421,730               802,533
                                                                          -----------           -----------
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;
 2,590,713 shares issued and outstanding                                      129,536               125,000
Common stock; $.001 par value, 500,000,000 shares authorized;
 236,275,617 and 135,956,128 issued and outstanding, respectively             230,776               135,956
Additional paid-in capital                                                  3,474,490             2,281,364
Deferred expenses paid with common stock, net                                      --               (19,520)
Stock subscription receivable                                                 (29,750)                   --
Accumulated deficit                                                        (3,965,650)           (3,164,481)
                                                                          -----------           -----------
      Total stockholders' deficit                                            (136,598)             (617,681)
                                                                          -----------           -----------

      Total liabilities, temporary equity, and stockholders' deficit      $   285,132           $   184,852
                                                                          ===========           ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               Three Months Ended September 30,        Nine Months Ended September 30,
                                               -------------------------------         ------------------------------
                                                   2005              2004                  2005              2004
                                               ------------      -------------         ------------     -------------
<S>                                            <C>               <C>                   <C>              <C>
Retail sales                                   $     44,379      $          --         $    171,268     $          --
Cost of sales                                        27,536                 --              106,200                --
                                               ------------      -------------         ------------     -------------
Gross profit                                         16,843                 --               65,068                --
                                               ------------      -------------         ------------     -------------
Operating expenses:
  Selling, general and administrative               270,020                 --              834,486                --
  Depreciation                                          786                 --                2,322                --
  Amortization                                        2,348                 --                8,111                --
                                               ------------      -------------         ------------     -------------
      Total operating expenses                      273,154                 --              844,919                --
                                               ------------      -------------         ------------     -------------
Operating loss                                     (256,311)                --             (779,851)               --
Other income (expense):
  Interest income                                         6                 --                   15                --
  Interest expense                                   (9,342)                --              (14,870)               --
  Other income (expense)                             (6,463)                --               (6,463)               --
                                               ------------      -------------         ------------     -------------
      Total other income (expense)                  (15,799)                --              (21,318)               --
                                               ------------      -------------         ------------     -------------

Loss before discontinued operations                (272,110)                --             (801,169)               --
  Loss from discontinued operations                      --           (200,822)                  --        (1,018,525)
                                               ------------      -------------         ------------     -------------
Net loss                                       $   (272,110)     $    (200,822)        $   (801,169)    $  (1,018,525)
                                               ============      =============         ============     =============
Net loss per common share:
  Basic:
    Loss from continuing operations            $      (0.00)     $          --         $      (0.00)    $          --
    Loss from discontinued operations          $         --      $       (0.00)        $         --     $       (0.02)
    Net loss applicable to common stock        $      (0.00)     $       (0.00)        $      (0.00)    $       (0.02)

  Diluted:
    Loss from continuing operations            $      (0.00)     $          --         $      (0.00)    $          --
    Loss from discontinued operations          $         --      $       (0.00)        $         --     $       (0.02)
    Net loss applicable to common stock        $      (0.00)     $       (0.00)        $      (0.00)    $       (0.02)

Weighted average common shares outstanding:
  Basic                                         205,680,481         55,010,176          179,673,163        44,058,106
                                               ============      =============         ============     =============
  Diluted                                       205,680,481         55,010,176          179,673,163        44,058,106
                                               ============      =============         ============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Nine Months Ended September 30,
                                                                  ---------------------------------
                                                                      2005                  2004
                                                                  -----------           -----------
<S>                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $  (801,169)          $(1,018,525)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                      10,432                44,868
    Notes issued for services                                              --                56,352
    Amortization of debt discounts                                      7,946                 5,040
    Amortization of expenses paid with common stock                    19,520                    --
    Non-cash loss on extinguishment of debt                             7,618                    --
    Non-cash interest expense associated with beneficial
     conversion feature                                                    --                46,250
    Non-cash loss on disposal of fixed assets                              --                 4,711
    Employee stock based compensation                                  75,165                    --
    Common stock issued to third parties for services                 123,698               518,110
  Changes in assets and liabilities:
    Accounts receivable                                                   (84)                3,900
    Inventory                                                         (16,764)                   --
    Prepaid expenses                                                   (6,500)                   --
    Stockholder advances                                                   --                  (827)
    Accounts payable and accrued expenses                               6,663               257,450
                                                                  -----------           -----------
         Net cash used in operating activities                       (573,475)              (82,671)
                                                                  -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for intangible assets                                  (15,000)                   --
  Purchases of fixed assets                                           (11,207)                   --
                                                                  -----------           -----------
         Net cash used in investing activities                        (26,207)                   --
                                                                  -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party accounts payable                             --                27,660
  Repayments of notes payable                                        (190,847)              (33,600)
  Proceeds from issuance of common stock                              673,654                92,626
  Proceeds from exercise of stock options                             178,034                    --
                                                                  -----------           -----------
         Net cash provided by financing activities                    660,841                86,686
                                                                  -----------           -----------

INCREASE (DECREASE) IN CASH                                            61,159                 4,015

CASH, beginning of period                                              12,732                 3,614
                                                                  -----------           -----------
CASH, end of period                                               $    73,891           $     7,629
                                                                  ===========           ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

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


NOTE 1:  BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted in accordance  with such
rules and  regulations.  The  information  furnished  in the  interim  condensed
consolidated  financial  statements  includes normal  recurring  adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial  statements.  Although management believes
the disclosures  and information  presented are adequate to make the information
not  misleading,  it is  suggested  that these  interim  condensed  consolidated
financial  statements  be read in  conjunction  with the  Company's  most recent
audited financial statements and notes thereto included in its December 31, 2004
Annual  Report on Form 10-KSB.  Operating  results for the three and nine months
ended September 30, 2005 are not necessarily  indicative of the results that may
be expected for the year ending December 31, 2005.

NOTE 2: MATERIAL EVENTS

STOCK ISSUANCES

During the third quarter of 2005,  the Company  issued the  following  shares of
common stock:

     *    1,735,295  for  consulting  services,  including  735,295  shares to a
          director
     *    5,500,000  for the issuance of stock  options to employees
     *    3,000,000 for stock awards to directors
     *    10,144,171 for  satisfaction of amount owed to vendors,  notes payable
          and amounts due to related  parties
     *    28,939,723 issued in connection with equity offerings

Such share  issuances were recorded at market prices with an aggregate  value of
$454,049

During the third  quarter of 2005,  one of the  Company's  creditors  elected to
convert a portion of their notes payable to the Company.  In accordance with the
terms of the note,  90,713  shares of  Preferred  B stock  were  issued  for the
conversion of $4,000 of notes payable plus accrued interest at a conversion rate
of $0.05 per share.

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 $136,598 and a
working capital deficit of $189,120 as of September 30, 2005.

The  Company's has  developed a strategic  expansion  plan for 2005 that targets
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.   The  Company  is  currently   increasing  its
advertising by obtaining 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  artwork both signed and unsigned by
drivers and artists.  Minimal  amounts of cash were used to incorporate  the new
divisions to the Company.  Also,  during the second quarter of 2005, the Company
entered into an  agreement  to develop,  market and  distribute  Prospeed  GS610
Maximum  Performance  Brake  Fluid,  a high  quality  performance  brake  fluid.
Management has expended  capital during the third quarter of 2005 to acquire the
related  license,  manufacture  this  product,  and establish  distribution  and
marketing channels and expects to begin generating revenues from this product in

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


the  fourth  quarter  of  2005.  Management  expects  each  of  these  strategic
initiatives to contribute to the Company's overall future 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.

The following is a summary of the  discontinued  operations  for the quarter and
nine months ended September 30, 2004:

                                          For the Three          For the Nine
                                          Months Ended           Months Ended
                                       September 30, 2004     September 30, 2004
                                       ------------------     ------------------

     Net sales                            $    31,469            $    90,435
     Total expenses                           185,302              1,053,202
                                          -----------            -----------

     Operating loss                          (153,833)              (962,767)
                                          -----------            -----------
     Other income (expense)
       Other income                                --
       Interest expense                       (46,989)               (55,758)
                                          -----------            -----------
     Total other income (expense)             (46,989)               (55,758)
                                          -----------            -----------

     Loss from discontinued operations    $  (200,822)           $(1,018,525)
                                          ===========            ===========

NOTE 5: COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

At September 30, 2005,  future minimum  annual lease  payments  under  operating
lease agreements are as follows:

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


     Remainder of 2005                 $  7,500
                  2006                   27,500
                  2007                       --
                  2008                       --
                  2009                       --
            Thereafter                       --
                                       ---------
                 Total                 $ 35,000
                                       =========

OTHER COMMITMENTS

During the third quarter of 2005, the Company  acquired a license to manufacture
and distribute  GS610 Maximum  Performance  Brake Fluid. In connection with this
license,  the Company is  obligated  to pay to the  licensor a 7% royalty on all
gross sales of this product, with an additional 10% commission to be paid if the
licensor is responsible for generating the sale.

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.  X-Clearing is claiming breach of contract, collection of debts
owed,  and bad faith and is seeking  damages in excess of  $35,000.  The Company
denies any  liability to the  plaintiff,  and intends to  vigorously  defend the
lawsuit.  As of the date of this filing the Company  along with its  attorney is
investigating  the disclosed  documents  provided by X-Clearing  Corporation.  A
court date is scheduled for July 2006.

DEMAND LETTER

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

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.  The law suit filed by the Company against Mr. Wachholz
is 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. The Company has received
a court date for November 4, 2005 case number: CV-2005-052607. The Company feels
very confident that they will prevail in the actions filed against Mr. Wachholz.
The  Company  had to  extend  the  court  date  until it was  able to serve  Mr.
Wachholz.  As of the date of this  filing the  Company  has be  unsuccessful  in
tracking down Mr. Wachholz to properly serve him the lawsuit.

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

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


NOTE 6: COMMON STOCK

During the third  quarter of 2005,  the  Company  issued  26,470,588  shares and
2,469,135 shares,  respectively,  to two accredited investors in exchange for an
aggregate $245,000 in cash. In connection with the larger stock transaction, the
investment  fund manager and sole  member,  Tracy  Baron,  was  appointed to the
Company's board of directors. The Company also engages Mr. Baron as a consultant
to perform duties outside of his role as one of the Company's directors,  and is
compensated  at a rate of $7,500 per month payable in stock or cash.  During the
third quarter of 2005,  the Company  issued Mr. Baron  735,295  shares of common
stock for services rendered under his consulting agreement.

The Company issued 1 million shares to each of three directors  during the third
quarter of 2005 with an aggregate fair value totaling $40,200.

During the third quarter of 2005, the Company issued 10,144,471 shares of common
stock in exchange for the satisfaction of certain amounts owed to vendors, notes
payable and amounts due to related parties totaling $97,068,  (including $26,854
owed to an officer of the Company). These transactions which were recorded based
on the fair market  value of the common  stock  issued and resulted in a loss on
extinguishment  of debt of $7,618 which is included in other income (expense) in
the accompanying statement of operations.

NOTE 7: STOCK OPTIONS AND EARNINGS PER SHARE

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  quarter  and nine  months  ended  September  30,  2005,  the Company
recognized $7,210 and $34,966,  respectively, of compensation expense associated
with stock  options.  Under FASB  Statement  123,  the expense  recognition  for
variable  awards  is the same  under  the  intrinsic  value  and the fair  value
methods.  Accordingly,  the pro forma disclosures  required under FASB Statement
123 are not applicable.

As of September  30, 2005 the Company had 3,500,000  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. The Company had no other dilutive securities during the first nine months
of 2005.

NOTE 8: 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
Company  does not  expect  the  adoption  of SFAS 123R to impact  its  financial
condition or results of operations.

                                       9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

For a description of our significant accounting policies and an understanding of
the significant  factors that influenced our performance  during the quarter and
nine month periods ended September 30, 2005, 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, 2004.

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 the first nine months of 2005, we have 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 sold
through our  DriversDigs.com  division and  automotive and race related art work
sold through PitStopStudios.com,  another division of the Company.. We also have
expanded our product  portfolio  through our acquisition of an exclusive license
to manufacture  and  distribute  GS610 Maximum  Performance  Brake Fluid, a high
quality performance brake fluid.

During  the third  quarter of 2005,  we focused  our  efforts on  expanding  our
existing  lines of business as well as  developing  our high  performance  brake
fluid line. We have begun to  manufacture  our brake fluid and develop our sales
and distribution infrastructure.

                                       10
<PAGE>
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.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2004

Our net loss for the first nine  months of 2005 was  $801,169  compared to a net
loss of  $1,018,525  for the first nine months of 2004 (a decrease of $217,356).
The decrease was due to the disposal of the gaming business.

Total  revenue  for the first  nine  months of 2005 and 2004 were  $171,268  and
$90,435,  respectively  (an  increase  of  $80,883).  Because  of the  change in
operations the Total revenue  generated during the first nine months of 2005 was
comprised of retail sales of die cast  collectible  cars and  automobile  racing
related  merchandise as opposed to the total revenue  generated during the first
nine months of 2004 being  comprised of lease,  equipment  sales,  and royalties
income.

During the first nine months of 2005, we incurred operating expenses of $844,919
compared to  $1,053,203  of operating  expenses  incurred  during the first nine
months of 2004 (a decrease of $208,284).  Operating  expenses for the first nine
months of 2005  primarily  consisted  of: (i)  $834,486 of selling,  general and
administrative   expenses  compared  to  $1,003,623  of  selling,   general  and
administrative  expenses  incurred  during the first nine  months of 2004;  (ii)
$2,322 of  depreciation  expense  compared  to $36,735 of  depreciation  expense
incurred  during the first nine months of 2004; and (iii) $8,111 of amortization
expense  compared to $8,133 of  amortization  expense  incurred during the first
nine months of 2004. We also  incurred  $14,870 of interest  expense  during the
first nine months of 2005 as compared to $55,758  incurred during the first nine
months of 2004.  The  decrease  in  operational  expenses  during the first nine
months of 2005  compared to the first nine months of 2004 was primarily due to a
decrease  in selling,  general  and  administrative  expenses  resulting  from a
reduction in professional  and consulting  fees as a result of cost  containment
measures  and  fundamental  business  changes  implemented  by  new  management,
including the transition from gaming to motor sports endeavors.

Our net loss  during the first  nine  months of 2005 was  $801,169  or $0.00 per
common share  compared to a net loss of  approximately  $1,018,525  or $0.02 per
common share  during the first nine months of 2004.  On both a basic and diluted
basis, the weighted average number of common shares  outstanding was 179,673,163
for the first nine  months of 2005  compared  to  44,058,106  for the first nine
months of 2004.

THREE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2004

Our net loss for the third  quarter of 2005 was $272,110  compared to a net loss
of  approximately  $200,822  for the  third  quarter  of 2004  (an  increase  of
$71,288).

Total  revenue for the third  quarter of 2005 and 2004 was $44,379 and  $31,469,
respectively (an increase of $12,910).  Total revenue generated during the third
quarter of 2005 and 2004 was  comprised  of sales of die cast  collectibles  and
automobile racing related merchandise,  and royalties income  respectively.  The
increase in revenue  during the third  quarter of 2005 was  primarily  due to an
increase in the sales of die cast collectibles.

During  the third  quarter  of 2005,  we have  incurred  operating  expenses  of
$273,154  compared to $185,302 of operating  expenses  incurred during the third
quarter of 2004 (an  increase  of  $87,852).  Operating  expenses  for the third
quarter of 2005  primarily  consisted  of: (i) $270,020 of selling,  general and
administrative   expenses   compared  to   $170,346  of  selling,   general  and
administrative  expenses incurred during the third quarter of 2004; (ii) $786 of
depreciation  expenses  compared  to $12,245 of  depreciation  expense  incurred
during  the third  quarter of 2004;  and (iii)  $2,348 of  amortization  expense
compared to $2,711 as amortization  expense incurred during the third quarter of
2004. We also incurred  $9,342 of interest  expense  during the third quarter of
2005 as compared to $46,989  incurred  during the third quarter of 2004.  During
the third  quarter of 2004,  the Company had  reduced  its  quarterly  operating
expenses by over 70% from the  previous  quarter as the Company was winding down
operations  with  respect  to its  gaming  businesses.  The  Company  has  since
increased its selling,  general and administrative expenses to develop its motor
sports related businesses.

                                       11
<PAGE>
Our net loss during the third  quarter of 2005 was  $272,110 or $0.00 per common
share  compared to a net loss of $200,822 or $(0.00) per common share during the
third quarter of 2004.  The weighted  average of common shares  outstanding  was
205,680,481for  the third quarter of 2005  compared to 55,010,176  for the third
quarter of 2004.

LIQUIDITY AND CAPITAL RESOURCES

For the first nine months of 2005,  net cash used by  operating  activities  was
$573,475  compared  to $82,671  for the first nine  months of 2004.  Although we
decreased our net loss during the first nine months of 2005 as compared to 2004,
the  majority  of the  expenses  incurred  in the first nine months of 2004 were
non-cash  issuance  of common  stock  for  services,  whereas  the 2005 net loss
consisted  of a larger  amount of cash  expenditures  for  selling,  general and
administrative expenses.

For the first nine months of 2005,  net cash used in  investing  activities  was
$26,207 consisting of the purchase of fixed assets. There were no operating cash
flows during the first nine months of 2004.

For the first nine months of 2005, net cash provided by financing activities was
$660,841  compared to $86,686 for the first nine  months of 2004.  The  increase
during  the first nine  months of 2005 was  primarily  attributable  to the cash
inflows from the  issuance of common  stock and the  proceeds  from stock option
exercises in 2005 that were used to finance  operating  cash flows.  The Company
also used the proceeds to repay debt totaling $190,847.

As of  September  30,  2005,  our current  assets were  $232,610 and our current
liabilities  were $421,730  resulting in a working  capital deficit of $189,120.
The Company also had a stockholders' deficit of $136,598 at September 30, 2005.

We have only recently  generated  cash flow to partially fund our operations and
activities.  As  we  are  faced  with  both  a  working  capital  deficit  and a
stockholders deficit, management believes that an estimated $750,000 is going to
be required  over the next fiscal year for payment of expenses  associated  with
our business operations. Our future success and viability is primarily dependent
upon our  ability to  increase  current  operations  and  develop  new  business
opportunities.  We will continue marketing,  promoting, and selling our die cast
replica cars while  allowing our  management to focus its goals,  objectives and
strategies  into growing into a diverse  business entity within the motor sports
industry.  Our  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 our  shareholders.  Because we have  minimal  capital
resources,  our management anticipates that to achieve any such acquisition,  we
may be  required  to  issue  shares  of its  stock  as  consideration  for  such
acquisition.  In the event that we contact or are contacted by a private company
or other entity,  which may be considering a merger with or into our Company, 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  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.
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 its 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 in operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources  that  are  material  to  investors.   The  term  "off-balance   sheet
arrangement"  generally means any  transaction,  agreement or other  contractual
arrangement to which an entity  unconsolidated  with us is a party,  under which
the we have (i) any obligation  arising under a guarantee  contract,  derivative
instrument or variable  interest;  or (ii) a retained or contingent  interest in

                                       12
<PAGE>
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.

                                       13
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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.

On July 1, 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 in the District Court for the
City and County of Denver Colorado, case number 05CV5129. X-Clearing is claiming
breach of  contract,  collection  of debts  owed,  and bad faith and is  seeking
damages in excess of $35,000. The Company denies any liability to the plaintiff,
and intends to vigorously defend the lawsuit.  As of the date of this filing the
Company  along  with its  attorney  is  investigating  the  disclosed  documents
provided by X-Clearing Corporation. A court date is scheduled for July 2006.

DEMAND LETTER

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

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.  The law suit filed by the Company against Mr. Wachholz
is 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. The Company has received
a court date for November 4, 2005 case number: CV-2005-052607. The Company feels
very confident that they will prevail in the actions filed against Mr. Wachholz.
The  Company  had to  extend  the  court  date  until it was  able to serve  Mr.
Wachholz.  As of the date of this  filing the  Company  has be  unsuccessful  in
tracking down Mr. Wachholz to properly serve him the lawsuit.

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

ISSUANCE OF UNREGISTERED SECURITIES

On July  13,  2005,  the  Company  authorized,  and  issued  500,000  shares  of
restricted  stock,  valued at $3,900,  to a former  attorney for the Company for
past services  rendered.  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 August 10, 2005, the Company issued 5,500,000 shares of restricted  shares to
Michael  Wachholz.  No underwriters were used. These shares were issued pursuant
to the exemption from  registration  under Section 4(2) of the Securities Act of
1933.

                                       14
<PAGE>
On August 10, 2005, the Company  issued  3,238,534  shares of restricted  common
stock to David Keaveney as debt  repayment.  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 August 10, 2005, the Company  issued  2,320,047  shares of restricted  common
stock to Robert C Brehm as debt  repayment.  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 August 10, 2005, the Company issued  26,470,588  shares of restricted  common
stock to  Sunnydale,  LLC for an investment of $225,000.  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  September  7,  2005,  the  Company  issued a total of  3,000,000  shares  of
restricted  common  stock to the Board of  Directors  for their  service.  These
shares were issued  pursuant to the exemption  from  registration  under Section
4(2) of the Securities Act of 1933.

On September 7, 2005, the Company issued 1,000,000  shares of restricted  common
stock to a  Consultant  for  services to be rendered  from  September  2005 thru
September  2006.  The Consultant  will work directly with the Company  regarding
racing and brake fluid  sponsorship.  These  shares were issued  pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933.

On September 12, 2005, the Company issued 4,095,890 shares of restricted  common
stock to Edify  Capital  Group for  repayment of debt.  These shares were issued
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933.

On September 15, 2005, the Company  issued  735,295 shares of restricted  common
shares to Tracey Baron for his monthly  Consulting  Contract.  These shares were
issued  pursuant to the exemption  from  registration  under Section 4(2) of the
Securities Act of 1933.

On September 27, 2005, the Company issued 2,469,135 shares of restricted  common
stock to an Investor  for an  investment  of $20,000.  These  shares were issued
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933.

On September 27, 2005,  the Company  issued 90,713 Series B Preferred  shares to
Robert C. Brehm for a conversion of debt.

ISSUANCE OF REGISTERED SECURITIES

During  July 2005,  the Company  authorized  and issued  3,500,000  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.

During August 2005,  the Company  authorized and issued  2,000,000  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.

SUBSEQUENT ISSUANCE OF UNREGISTERED SECURITIES

On  October 3, 2005,  the  Company  issued  797,873  shares to Tracey  Baron for
consulting  services.  These shares were issued  pursuant to the exemption  from
registration under Section 4(2) of the Securities Act of 1933.

On October 11,  2005,  the Company  issued  81,184  shares of Series B Preferred
stock to Robert C Brehm for a conversion of debt.

                                       15
<PAGE>
SUBSEQUENT ISSUANCE OF REGISTERED SECURITIES

On November 8, 2005, the Company  authorized and issued  3,000,000  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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

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

ITEM 5. OTHER INFORMATION.

PRESS RELEASES

NOVEMBER 9, 2005,  MOTORSPORTS EMPORIUM CREATES NEW DIVISION:  GS610(TM) MAXIMUM
PERFORMANCE BRAKE FLUID BEGINS AWARENESS CAMPAIGN.

October 25, 2005,  Dario  Franchitti Wins at Fontana with GS610 Brake Fluid(TM);
MotorSports Emporium Congratulates 2005 IRL(TM) Champions Andretti Green Racing

October 18,  2005,  MSEP Takes  Delivery of GS610 Brake Fluid and  Receives  Its
First Purchase Order

September 27, 2005,  MotorSports  Emporium  Announces GS610 Maximum  Performance
Brake Fluid to be Official Brake Fluid of the Snap-on Stars of Karting Presented
by the IRL

August 29, 2005, MSEP Congratulates Marco Andretti

August 24,  2005,  MSEP  Debuts  ScaleCars.com  Commercial;  Commercial  Seen on
SpeedTV

August 22, 2005, MSEP Unveils GS610  Marketing  Campaign;  MotorSports  Emporium
Gears up for Product Debut

August 17, 2005,  MSEP Initiates  Purchase Order for GS610;  5,000 Gallons to be
Delivered

August 15, 2005,  MSEP  Strengthens  Its Board of Directors;  Tracey Baron Joins
MSEP Board

August 12, 2005, MSEP  Officially  Enters High  Performance  Brake Fluid Market;
MSEP Signs Exclusive Agreement for GS610

August 11, 2005, the Company extended the employment contract of David Keaveney,
the Company's President, CEO, CFO and Director. No aspects of the agreement have
changed with salary and benefits  remaining in force until the agreement  expire
on October 31, 2007.  Though a pay increase was not offered,  an increase of pay
(if any) will be determined by the Board of Directors.

August 11, 2005,  the Board of Directors  for the Company has  appointed  Tracey
Baron to the Board

August 10, 2005, the Company  entered into a five year Licensing  Agreement with
Michael Wachholz

August 10, 2005 MotorSports  Emporium Announces Second Quarter Results;  Revenue
Increased by 50%

                                       16
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) 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)
     31.1    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
             Section 1350 **
     31.2    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
             Section 1350 **
     32      906 Certification **

----------

(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

                                       17
<PAGE>
                                   SIGNATURES

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

                                     MOTORSPORTS EMPORIUM, INC.



Date: November 14, 2005              /s/ David Keaveney
     ------------------              -------------------------------------------
                                     David Keaveney
                                     President/Treasurer/Chief Executive Officer




Date: November 14, 2005              /s/ David Keaveney
     ------------------              -------------------------------------------
                                     David Keaveney
                                     Vice President

                                       18