================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             _______________________

                                   FORM 10-KSB

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

For the fiscal year ended: December 31, 2004     Commission File Number: 0-32323
                              _______________________

                           MOTORSPORTS EMPORIUM, INC.
                 (Name of Small Business Issuer in Its charter)

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

             16055 N. Dial Blvd., Suite 5, Scottsdale, Arizona 85260
               (Address of Principal Executive Offices) (Zip Code)

                                 (480) 596-4002
                (Issuer's Telephone Number, including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value

     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 ___

     Check if there disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  ___

     The Issuer's revenues for the most recent fiscal year ended December 31,
2004, were approximately $22,168.

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant on March 30, 2005 based upon the average bid
and ask price of the common stock on the Over the Counter Bulletin Board for
such date, was approximately $5,659,936. The number of shares of the
Registrant's common stock issued and outstanding on December 31, 2004, was
135,956,128.

     Transitional Small Business Disclosure Format. Yes ___  No _X_

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<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEMS                                                                      PAGE
-----                                                                      ----
                                     PART I
                                     ------
<S>           <C>                                                          <C>
Item 1.       Description of Business ....................................  1
Item 2.       Description of Property .................................... 11
Item 3.       Legal Proceedings .......................................... 11
Item 4.       Submission of Matters to a Vote of Security Holders ........ 11

                                     PART II
                                     -------

Item 5.       Market For Common Equity, Related Stockholder Matters and
              Small Business Issuer Purchases of Equity Securities ....... 11
Item 6.       Management's Discussion and Analysis or Plan of Operation .. 15
Item 7.       Financial Statements ....................................... 22
Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure ........................ 22
Item 8A.      Controls and Procedures..................................... 22
Item 8B.      Other Information........................................... 22

                                    PART III
                                    --------

Item 9.       Directors and Executive Officers of the Registrant ......... 23
Item 10.      Executive Compensation ..................................... 25
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters ................. 28
Item 12.      Certain Relationships and Related Transactions ............. 30
Item 13.      Exhibits ................................................... 31
Item 14.      Principal Accountant Fees and Services ..................... 31
</TABLE>

                                       ii

<PAGE>

                              CAUTIONARY STATEMENT

     Some of the statements contained in this Form 10-KSB for MotorSports
Emporium, Inc. (the "Company") discuss future expectations, contain projections
of results of operation or financial condition or state other "forward-looking"
information. These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous
assumptions. Important factors that may cause actual results to differ from
projections include, for example:

     o    the success or failure of management's efforts to implement their
          business strategy;
     o    the ability of the Company to raise sufficient capital to meet
          operating requirements;
     o    the uncertainty of consumer demand for our product;
     o    the ability of the Company to protect its intellectual property
          rights;
     o    the ability of the Company to compete with major established
          companies;
     o    the effect of changing economic conditions;
     o    the ability of the Company to attract and retain quality employees;
          and
     o    other risks which may be described in future filings with the SEC.

     Words such as "anticipates," "expects," "intends," "plans," "believes,"
"seeks," "estimates," and variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual results and
outcomes may differ materially from what is expressed or forecasted in any such
forward-looking statements. Such risks and uncertainties include those set forth
herein under "Risk Factors" as well as those noted in the documents incorporated
herein by reference. Unless required by law, the Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

                                      iii

<PAGE>

                                     PART I
                                     ------

Item 1.  Description of Business.

Business Development
--------------------

     MotorSports Emporium, Inc. was incorporated as Ten Stix Inc. on January 10,
1996 under the laws of the State of Colorado to engage in the design,
development and marketing of unique card games and other gaming products for the
gaming industry.

     During February 2004, the officers and directors of the Company formed Ten
Stix Gaming, Inc., on behalf of the Company.

     On August 10, 2004, Ten Stix, Inc. changed its domicile from Colorado to
Nevada.

     On August 26, 2004, 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.

     On October 20, 2004, Ten Stix, Inc., announced that the Company is
evaluating multiple opportunities in the motor sports industry that could
provide a new direction for the company.

     On October 22, 2004, Ten Stix, Inc., announced that the Company is seeking
acquisition candidates with successful Internet or retail based operations in
the motorsports industry.

     On November 10, 2004, the Company formed a wholly owned subsidiary,
Scottsdale Diecast, Inc. in Arizona.

     The Company, through its wholly owned subsidiary, Scottsdale Diecast,
entered into an Asset Purchase Agreement (the "Agreement") with ScaleCars,
effective as of November 23, 2004, which acquisition closed on November 24,
2004. Pursuant to the terms of the Agreement, the Company acquired all of the
business assets of ScaleCars, in consideration of (a) $166,919.89, evidenced by
a Promissory Note executed by Scottsdale Diecast in favor of ScaleCars and (b)
4,900,000 restricted common shares of the Company.

     Concurrently with the execution of the above agreement, Scottsdale Diecast
executed a Commercial Lease, effective as of November 23, 2004, under which
Scottsdale Diecast shall lease approximately 2,800 square feet of retail space
in the building where the ScaleCars business is conducted, for a term of one
year commencing on December 1, 2004.

     On November 30, 2004, the Company amended its Articles of Incorporation to
change its name to MotorSports Emporium, Inc. in order to bring the name of the
Company in line with its new business focus, targeting motor sports enthusiasts.

     On December 7, 2004, Motorsports Emporium, Inc., announced that as a result
of that change of its name the stock-trading symbol has been changed to "MSEP."

     On December 20, 2004, the Company, Motorsports Emporium, 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.

     On December 21, 2004, the Company announced that the Company had completed
the divestiture of all interest in Ten Stix Gaming, Inc., and the gaming related
business, to Messrs. Thomas Sawyer and Tony Cranford. 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

                                       1

<PAGE>

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 transaction was completed on
December 20, 2004.

     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.

     The Company has generated limited revenues and has incurred substantial
selling, general and administrative expenses. The Company's auditors, HJ &
Associates, LLC, have expressed doubt about the Company's ability to continue as
a going concern, as evidenced in the auditor's report to the Financial
Statements. See "Part II. Item 7. Financial Statements."

Business of Issuer
------------------

     MotorSports Emporium Inc., its wholly owned subsidiary ScaleCars.com, and
the Company's operational division, DriversDigs.com, is in the motor sports
industry targeting motor sports enthusiasts who participate in automobile
restoration, the collection of die cast collectibles as well as other motor
sports-related collectibles including driver's apparel. MotorSports Emporium
sells die cast automobiles and race related licensed apparel through its
wholly-owned subsidiary, Scalecars.com. Items are sold on line at
www.scalecars.com, within its retail store in Scottsdale, AZ and race events and
car shows.

     Products are distributed both through the retail store and the online store
of ScaleCars which DriversDigs shares. Also on the Internet at www.scalecars.com
and www.driversdigs.com.

     Scalecars.com was formed in late 1999 by former Ferrari Challenge Driver,
Ron Adams who drove the #64 Ferrari 360 Modena in the North American Ferrari
Challenge Series. Scalecars.com has a retail location at 16055 North Dial Blvd,
Suite 5 in Scottsdale, Arizona and maintains an inventory of over 2,400 die cast
car models from the early Deuce Coupe to the Ferrari Enzo, as well as racing
related clothing and driver signature series.

     DriversDigs, an operational division of MotorSports Emporium, Inc., sells
signed authentic apparel including racing suits, helmets, gloves and shoes worn
by professional race car drivers.

     The die cast car manufacturing business is extremely competitive which is
why the Company is a product reseller. Since the Company is extremely diverse
with the products it sells, the Company has become selective in purchasing from
manufactures and is able to securing better pricing.

     The Company does not have raw materials therefore does not have principal
suppliers that it must depend upon. Additionally, the Company has a very diverse
buying group and does not rely on one or a few major customers. The Company at
this time holds no patents, trademarks, licenses, franchises, concessions,
royalty agreements, labor contracts.

     The Company is not aware of any other governmental approval now in
existence or that may arise in the future that would have an effect on the
business of the Company.

                                       2

<PAGE>

     The Company does not believe that it is affected by any rules, which have
been enacted or adopted regulating the discharge of material into the
environment. However, environmental laws, rules and regulations may have an
adverse effect on any business venture viewed by the Company as an attractive
acquisition, reorganization or merger candidate, and these factors may further
limit the number of potential candidates available to the Company for
acquisition, reorganization or merger.

Products and Services
---------------------

     The Company sells die cast replica cars, motor sports apparel and novelty
items through its subsidiary ScaleCars.com. DriversDigs, an operating division
of the Company sells and promotes authentic memorabilia owned and signed by
racing drivers

Marketing and Distribution
--------------------------

     The company markets its products through its retail storefront that is open
to the general public, via the Internet and through email campaigns to opt-in
customers and interested parties. The Company also participates in vender events
to include car shows, auctions and special venues. The Company has a large
distribution channel of existing customers and newly registered participants to
receive a quarterly product catalog and special email campaign to showcase sales
and offers.

Marketing Strategy
------------------

     Currently the Company is engaged in sponsoring two very high profile racing
drivers that display the Company's subsidiaries and operational division's logos
on their race uniforms, helmet and/or racing car. Additionally, the Company has
participated in television, magazine, newspaper and radio marketing for its
specific industry. Moving forward, the Company has plans to enhance its
marketing via the Internet and continue with television and magazine.

Recent Developments

     The Company has recently engaged sponsorship agreements with two
professional racing drivers to help promote the brand recognition of the
Company. The Company has also retained the services of a racing legend and a
current racing driver to assist the Company in business growth and development.
The Company has created an operational division called DriversDigs that sells
and promotes authentic apparel and memorabilia owned and signed by racing
drivers.

Strategic Alliances
-------------------

     None.

Competitive Business Conditions
-------------------------------

     The Company does not see any competitive business conditions that directly
relate to its business. Most reseller of die cast cars comes from Internet
auction sites and/or small retail shops with less than adequate inventory. The
rarity is larger retail shops with multiple store fronts or distribution
avenues. These are not competitive businesses since they are in a much larger
market then the Company.

Raw Materials and Supplies
--------------------------

     Not Applicable

Dependence on One or a Few Major Customers
------------------------------------------

     The Company believes that the diversity of the products and services it
offers helps alleviate the dependence on any one customer or limited group of
customers. Through the widespread use of the Company's products and services in
the motor sports industries, the Company will continue to increase its customer
base.

                                       3

<PAGE>

Intellectual Property and Proprietary Rights
--------------------------------------------

     The company owns no intellectual property.

Need for Government Approval
----------------------------

     The Company is not aware of any other governmental approval now in
existence or that may arise in the future that would have an effect on the
business of the Company.

Effect of Existing or Probable Governmental Regulations
-------------------------------------------------------

     The Company's common stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934. As a result of such registration, the Company
is subject to Regulation 14A of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), which regulates proxy solicitations. Section 14(a) requires
all companies with securities registered pursuant to Section 12(g) thereof to
comply with the rules and regulations of the Commission regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to stockholders
of the Company at a special or annual meeting thereof or pursuant to a written
consent will require the Company to provide its stockholders with the
information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Commission at least 10 days
prior to the date that definitive copies of this information are forwarded to
stockholders.

     The Company is also required to file annual reports on Form 10-KSB and
annual reports on Form 10-QSB with the Commission on a regular basis, and will
be required to disclose certain events in a timely manner, (e.g. changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.

     The Company is not aware of any other governmental regulations now in
existence or that may arise in the future that would have an effect on the
business of the Company.

Federal Legislation
-------------------

     There is no material Federal Legislation that the Company is aware of that
effects its operations.

Research and Development
------------------------

     The Company does not engage in any research and development.

Environmental Regulations
-------------------------

     The Company does not believe that it is affected by any rules, which have
been enacted or adopted regulating the discharge of material into the
environment. However, environmental laws, rules and regulations may have an
adverse effect on any business venture viewed by the Company as an attractive
acquisition, reorganization or merger candidate, and these factors may further
limit the number of potential candidates available to the Company for
acquisition, reorganization or merger.

Employees
---------

     As of December 31, 2004, the Company had 5 employees and two contracted
laborers. No union or any other form of collective bargaining unit represents
any employee. The President, CEO and CFO has an employment agreement with the
Company. The Company believes its relations with its employees are excellent.
The Company's success will depend in large part upon its ability to retain its
current employees and secure additional employees.

                                       4

<PAGE>

                             CERTAIN BUSINESS RISKS

     The risks and uncertainties described below are not the only ones facing
the Company and there may be additional risks that are not presently known or
are currently deemed immaterial. All of these risks may impair business
operations.

     The Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, as well as risk factors particular to the industries in which
it will operate, and will include, among other things, those types of risk
factors outlined below.

Risk that the Company's Common Stock may be deemed a "Penny Stock"
------------------------------------------------------------------

     The Company's common stock may be deemed to be a "penny stock" as that term
is defined in Rule 3a51-1 of the Exchange Act of 1934. Penny stocks are stocks
(i) with a price of less than five dollars per share; (ii) that are not traded
on a "recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) of an issuer with net tangible assets of less
than US$2,000,000 (if the issuer has been in continuous operation for at least
three years) or US$5,000,000 (if in continuous operation for less than three
years), or with average annual revenues of less than US$6,000,000 for the last
three years.

     A principal exclusion from the definition of a penny stock is an equity
security that has a price of five dollars ($5.00) of more, excluding any broker
or dealer commissions, markups or markdowns. As of the date of this report the
Company's common stock has a price less than $5.00.

     If the Company's Common Stock is at any time deemed a penny stock, section
15(g) and Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers
dealing in the Company's Common Stock to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."

     Moreover, Rule 15g-9 of the Exchange Act of 1934 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common stock to resell their shares to third parties or to otherwise dispose of
them.

Competition
-----------

     There are no public competitors however, Speedgear and Exoticcar are
privately held companies that sell items that compete with the offerings of the
Company. The die cast car manufacturing business is extremely competitive which
is why the Company is a product reseller. Since the Company is extremely diverse
with the products it sells, the Company has become selective in purchasing from
manufactures and is able to securing better pricing. There is no guarantee
however that these opportunities will continue in the future and there is no
guarantee that one of the Company's competitors may be able to secure a greater
share of the market through pricing.

                                       5

<PAGE>

Volatile and Limited Market for Common Stock
--------------------------------------------

     As of December 31, 2004, the Company's common stock was quoted on the
Bulletin Board under the symbol "MSEP.OB." OTC, or "Over The Counter,"
securities are issued by companies that either choose not to, or are unable to,
meet the standards for listing on the NASDAQ or a national stock exchange. OTC
equity securities can be quoted on the Pink Sheets Electronic Quotation Service,
or, if the companies meet the SEC reporting requirements and eligibility
requirements established by the NASD, such equity securities may be quoted on
the NASD OTC Bulletin Board Service.

     The market price of the Company's Common Stock has been and is likely to
continue to be highly volatile and subject to wide fluctuations due to various
factors, many of which may be beyond the Company's control, including: annual
variations in operating results; announcements of technological innovations or
new software, services or products by the Company or its competitors; and
changes in financial estimates and recommendations by securities analysts. In
addition, there have been large price and volume fluctuations in the stock
market, which have affected the market prices of securities of many technology
and services companies, often unrelated to the operating performance of such
companies. These broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market price of the Company's
Common Stock. In the past, volatility in the market price of a company's
securities has often led to securities class action litigation. Such litigation
could result in substantial costs and diversion of the Company's attention and
resources, which could have a material adverse effect on the Company's business,
financial condition and operating results.

Dependence on Key Employees and Need for Additional Management and Personnel
----------------------------------------------------------------------------

     The Company is heavily dependent on the ability of David Keaveney who has
contributed essential technical and management experience. The loss his services
would have a material adverse effect on the Company's business. However, his
interests are closely aligned with those of the Company. There can be no
assurance that it will be able to employ qualified persons on acceptable terms
to replace him should his services become unavailable.

     In the event of future growth in administration, marketing, manufacturing
and customer support functions, the Company may have to increase the depth and
experience of its management team by adding new members. The Company's success
will depend to a large degree upon the active participation of its key officers
and employees, as well as, the continued service of its key technology and
management personnel and its ability to identify, hire and retain additional
qualified personnel, particularly those in the field of computer programming.
There can be no assurance that the Company will be able to recruit such
qualified personnel to enable it to conduct its proposed business successfully.

Unascertainable Risks Associated with Potential Future Acquired Businesses
--------------------------------------------------------------------------

     To the extent that the Company may acquire a business in a highly risky
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.

Risks Associated with Acquisitions and Strategic Relationships
--------------------------------------------------------------

     The Company may acquire other companies or technologies and regularly
evaluate such opportunities. Acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations and products, diversion
of management's attention from other business concerns, amortization of acquired
intangible assets; and potential loss of key employees of acquired companies.
The Company has no experience in assimilating acquired organizations into our
operations.

                                       6

<PAGE>

     No assurance can be given as to the Company's ability to integrate
successfully any operations, personnel, services or products that might be
acquired in the future. Failure to successfully assimilate acquired
organizations could have a material adverse effect on the Company's business,
financial condition and operating results. The Company has not yet established
nor developed any strategic relationships with other motor sports companies or
manufacturers. Additionally, there can be no assurance that any such
relationships, if and when developed, will be maintained, or that if they are
maintained, they will be successful or profitable. The Company may not develop
any new such relationships in the future. Additionally, to the extent that the
Company may acquire a business in a highly risky industry, the Company will
become subject to those risks.

Conflicts of Interest; Related Party Transactions
-------------------------------------------------

     The possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Although
there is no formal bylaw, stockholder resolution or agreement authorizing any
such transaction, corporate policy does not forbid it and such a transaction may
occur if management deems it to be in the best interests of the Company and its
stockholders, after consideration of all factors. A transaction of this nature
would present a conflict of interest to those parties with a managerial position
and/or an ownership interest in both the Company and the acquired entity, and
may compromise management's fiduciary duties to the Company's stockholders. An
independent appraisal of the acquired company may or may not be obtained in the
event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. It is the Company's
intention that all future transactions be entered into on such terms as if
negotiated at arms length, unless the Company is able to receive more favorable
terms from a related party.

Risks Associated with Significant Fluctuations in Annual Operating Results
--------------------------------------------------------------------------

     The Company expects to experience large fluctuations in future annual
operating results that may be caused by many factors, including the timing of
introductions or enhancements to its products by the Company or its competitors;
market acceptance of such newly introduced or upgraded products; the pace of
development of the market for the Company's products; changes in strategy; the
success of or costs associated with acquisitions, joint ventures or other
strategic relationships; changes in key personnel; seasonal trends; changes in
the level of operating expenses to support projected growth; and general
economic conditions.

Risks Associated with Management of a Changing Business
-------------------------------------------------------

     The Company expects operating expenses and staffing levels to increase in
the future. In particular, the Company intends to hire additional skilled
personnel, including persons with experience in the development, marketing and
sales of their products. Competition for such personnel is intense, and there
can be no assurance that the Company will be able to find or keep additional
suitable persons in the future. The Company expects that future expansion will
continue to challenge the Company's ability to successfully hire and retain
associates.

     If the Company's revenues do not keep up with operating expenses, the
Company's production and release of new and upgraded products do not meet
increasing demands, the Company fails to attract, assimilate and retain
qualified personnel, or the Company fails to manage the Company's expansion
effectively, there could be a material adverse effect on the Company's business,
financial condition and operating results. The rapid growth in the use and
demand for the Company's gaming products may strain the Company's ability to
adequately expand.

                                       7

<PAGE>

Risks Associated with Delays in Introduction of New Services and Products
-------------------------------------------------------------------------

     The Company's future success depends in part on the Company's ability to
develop and enhance the Company's products. There are significant technical
risks in the development of new products or enhanced versions of existing
products. There can be no assurance that the Company will be successful in
achieving any of the following: effectively using new technologies; adapting the
Company's products to emerging industry standards; developing, introducing and
marketing product enhancements; or developing, introducing and marketing new
products. The Company may also experience difficulties that could delay or
prevent the development, introduction or marketing of these products.
Additionally, these new products may not adequately meet the requirements of the
marketplace or achieve market acceptance. If the Company is unable to develop
and introduce enhanced or new products quickly enough to respond to market or
customer requirements, or if they do not achieve market acceptance, the
Company's business, financial condition and operating results will be materially
adversely affected.

Risks Associated with Dependence on Intellectual Property Rights
----------------------------------------------------------------

     The Company presently holds no intellectual property rights. The Company
intends to seek copyright and trademark protection of its trade names and
products. The Company's success and ability to compete are dependent to a degree
on the Company's name and product recognition. Accordingly, the Company will
primarily rely on copyright, trade secret and trademark law to protect its
product and brand names of products or under which the Company conducts its
business. Effective trademark protection may not be available for the Company's
trademarks. There can be no assurance that the Company will be able to secure
significant protection for the Company's trademarks.

     The Company's competitors or others may adopt product or service names
similar to the Company's, thereby impeding the Company's ability to build brand
identity and possibly leading to customer confusion. The Company's inability to
adequately protect its product, brand, trade names and trademarks would have a
material adverse effect on the Company's business, financial condition and
operating results. Despite any precautions the Company takes, a third party may
be able to copy or otherwise obtain and use the Company's software or other
proprietary information without authorization or to develop similar software
independently.

     Policing unauthorized use of the Company's products are made especially
difficult by the global nature of the Internet and the difficulty in controlling
the ultimate destination or security of products or other data. The laws of
other countries may afford the Company little or no effective protection for the
Company's intellectual property.

     There can be no assurance that the steps the Company takes will prevent
misappropriation of the Company's technology or that agreements entered into for
that purpose will be enforceable. In addition, litigation may be necessary in
the future to enforce the Company's intellectual property rights; protect the
Company's trade secrets; determine the validity and scope of the proprietary
rights of others; or defend against claims of infringement or invalidity. Such
litigation, whether successful or unsuccessful, could result in substantial
costs and diversions of resources, either of which could have a material adverse
effect on the Company's business, financial condition and operating results.

Risks Associated with Infringement
----------------------------------

     The Company may in the future receive notices of claims of infringement on
other parties' proprietary rights. There can be no assurance that claims for
infringement or invalidity (or any indemnification claims based on such claims)
will not be asserted or prosecuted against the Company. Any such claims, with or
without merit, could be time consuming and costly to defend or litigate, divert
the Company's attention and resources or require the Company to enter into
royalty or licensing agreements. There can be no assurance that such licenses
would be available on reasonable terms, if at all, and the assertion or
prosecution of any such claims could have a material adverse effect on the
Company's business, financial condition and operating results.

                                       8

<PAGE>

Risks Associated with Entering New Markets
------------------------------------------

     One element of the Company's strategy is to leverage the Company's brand
names of products that the Company provides. No assurance can be given that the
Company will be able to compete successfully in any such new markets. There can
be no assurance that the Company's marketing efforts or the Company's pursuit of
any new opportunities will be successful. If the Company's efforts are not
successful, the Company could realize less than expected earnings, which in turn
could result in a decrease in the market value of the Company's Common Stock.
Furthermore, such efforts may divert management attention or inefficiently
utilize the Company's resources.

Substantial Doubt that the Company Can Continue as a Going Concern
------------------------------------------------------------------

     The Company expects to continue to incur significant capital expenses in
pursuing its business plan to market its products and expand its product line,
while obtaining additional financing through stock offerings or other feasible
financing alternatives. In order for the Company to continue its operations at
its existing levels, the Company will require significant additional funds over
the next twelve months. Therefore, the Company is dependent on funds raised
through equity or debt offerings. Additional financing may not be available on
terms favorable to the Company, or at all. If these funds are not available the
Company may not be able to execute its business plan or take advantage of
business opportunities. The ability of the Company to obtain such additional
financing and to achieve its operating goals is uncertain. In the event that the
Company does not obtain additional capital or is not able to increase cash flow
through the increase of sales, there is a substantial doubt of its being able to
continue as a going concern.

New and Uncertain Markets and Technology; Unproven Market Acceptance
--------------------------------------------------------------------

     Factors that may adversely affect the Company's operating results include,
but are not limited to, the Company's ability to attract consumers/users at a
steady rate and maintain consumer/user satisfaction, the Company's ability to
maintain or increase sales productivity, the introduction of new or enhanced
sites and services, the amount of expenditures for online advertising by
businesses, the level of use of online services and consumer acceptance of the
Internet for services such as those the Company offers, the Company's ability to
upgrade and develop its systems and the amount and timing of operating costs and
capital expenditures relating to expansion of the Company's business and
infrastructure and general economic conditions. The markets for the Company's
products and services have only recently begun to develop, are rapidly changing
and are characterized by low barriers to entry. There can be no assurance that
the markets for the Company's products and services will develop at the pace
anticipated and even if the market emerges that it will become economically
sustainable. Additionally, it is becoming increasingly important that strategic
relationships with larger, more financially sound, and well-known entities be
entered into to obtain exposure to a large number of users, sponsors and
advertisers. There is no assurance that these strategic relationships can be
developed and agreements entered into.

Future Capital Needs; Uncertainty of Additional Funding
-------------------------------------------------------

     No assurance can be given that the Company will be able to conduct its
marketing and product development programs as planned, or that change in the
Company's marketing and product development plans or other changes affecting the
Company's operating expenses will not result in the expenditure of such proceeds
before such time. Contingencies may arise that require the Company to obtain
additional funding before that time. The Company's future capital requirements
will depend on many factors, including continued product development programs,
the magnitude of these programs, the time and expense involved in obtaining new
customers, competing technological and market developments, the establishment of
additional collaborative arrangements, the costs involved in filing and
prosecuting and enforcing copyright and trademark claims, establishing marketing
programs and conducting commercialization activities and arrangements for new
products and services.

                                       9

<PAGE>

Substantial Future Sales of Stock; Dilution
-------------------------------------------

     There may be substantial sales of the Company stock, common or preferred.
Sales of substantial amounts of stock could have a material dilutive effect on
shareholders. Additionally, it may be necessary to offer warrants or options to
obtain strategic relationships or to raise additional capital. All of these
issuances will dilute the holdings of existing shareholders thereby reducing
such holder's percentage ownership.

No Dividends
------------

     The Company anticipates that it will use any funds available to finance its
growth and that it will not pay cash dividends to stockholders in the
foreseeable future.

Limited Current Sales and Marketing Capability
----------------------------------------------

     The Company has limited experience in sales, marketing and distribution. To
market its products, the Company may both hire and retain the necessary
personnel to distribute and market the product or enter into collaborative
arrangement or distribution agreements with third parties who will market such
products or develop its own marketing and sales force with technical expertise
and supporting distribution capability. There can be no assurance that the
Company will be able to hire or retain the personnel with sufficient experience
and knowledge to distribute and market its products or be able to enter into
collaborative or distribution arrangements or develop its own sales force, or
that such sales and marketing efforts, including the efforts of the companies
with which the Company will enter into agreements will be successful.

No Guarantee of Continued Listing on OTC Bulletin Board
-------------------------------------------------------

     There is no guarantee that the Company's common stock will continue to be
listed on the pink sheets or on any other published medium including but not
limited to the OTC Bulletin Board or any publication by the National Quotation
Bureau, Incorporated or any by similar successor organizations, or by any member
firm of the New York Stock Exchange, or other American Exchange, NASDAQ, or NASD
related entity.

History of Losses; Uncertainty of Future Profitability
------------------------------------------------------

     As of December 31, 2004, the Company had accumulated significant net
losses. The development of the Company's products will require the commitment of
substantial resources to increase its advertising, marketing and distribution of
its existing products and to complete the testing manufacturing, marketing and
distribution of said new products. These expenditures are expected to result in
substantial and increasing losses over the next six months. There can be no
assurance that the Company will not incur substantial and continuing net losses
beyond the next six months or that the Company will ever reach profitability.
Furthermore, there can be no assurance the Company's products will meet the
expectations and effectiveness required to be competitive in the market place,
that the Company will enter into arrangements for product development and
commercialization, successfully market its products, or achieve customer
acceptance.

Reports to Security Holders
---------------------------

     The Public may view obtain copies of the Company's reports, as filed with
the Securities and Exchange Commission, at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Information on the Public
Reference Room is available by calling the SEC at 1-800-SEC-0330. Additionally,
copies of the Company's reports are available and can be accessed and downloaded
via the internet on the SEC's internet site at
http://www.sec.gov/cgi-bin/srch-edgar, by simply typing in "MotorSports
Emporium, Inc." Additional Company information is available on the Company's
internet site at http://www.motorsportsemporium.com.

                                       10

<PAGE>

Item 2.  Description of Property.

     The Company does not own any real estate or other properties. The Company's
principal office is maintained at 16055 N. Dial Blvd. Suite 5, Scottsdale, AZ
85260, which consists of an office area, a show room and work area, storage
space and warehouse. The Company leases its office space at $2,500 per month
from ABR Group. The property consists of approximately 2,800 square feet.
Management believes that the Company's offices are adequate for its reasonable
foreseeable needs. The Company does not intend to acquire any properties at the
current date.

Item 3.  Legal Proceedings.

     The Company is not aware of any pending claims or assessments that may have
a material adverse impact on the Company's financial position or results of
operations.

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

     No matter was submitted to a vote of our shareholders during the fourth
quarter of 2004.

                                     PART II
                                     -------

Item 5.  Market For Common Equity, Related Stockholder Matters and Small
         Business Issuer Purchases of Equity Securities.

     As of the date of this Annual Report, the Company's Common Stock trades on
the Over-the-Counter Bulletin Board under the symbol "MSEP.OB." The market for
the Company's Common Stock is limited, volatile and sporadic and the price of
the Company's Common Stock could be subject to wide fluctuations in response to
quarterly variations in operating results, news announcements, trading volume,
sales of Common Stock by officers, directors and principal shareholders of the
Company, general market trends, changes in the supply and demand for the
Company's shares, and other factors. The following table sets forth the high and
low sales prices for each quarter relating to the Company's Common Stock for the
last two fiscal years. These quotations reflect inter-dealer prices without
retail mark-up, markdown, or commissions, and may not reflect actual
transactions.

<TABLE>
<CAPTION>

         Fiscal 2004                     High                       Low
         ---------------------------------------------------------------------
         <S>                             <C>                        <C>
         First Quarter (1)               $0.10                      $0.004
         Second Quarter (1)              $0.05                      $0.005
         Third Quarter (1)               $0.007                     $0.0014
         Fourth Quarter (1)              $0.0095                    $0.0009
</TABLE>

<TABLE>
<CAPTION>
         Fiscal 2003                      High                      Low
         ---------------------------------------------------------------------
         <S>                             <C>                        <C>
         First Quarter (1)               $1.01                      $0.53
         Second Quarter (1)              $0.85                      $0.35
         Third Quarter (1)               $0.42                      $0.03
         Fourth Quarter (1)              $0.10                      $0.02
</TABLE>

          (1)  This represents the closing bid information for the stock on the
               Non-Nasdaq OTC. The bid and ask quotations represent prices
               between dealers and do not include retail markup, markdown or
               commission. They do not represent actual transactions and have
               not been adjusted for stock dividends or splits.

     All of the above information was listed as reported by the National
Association of Securities Dealers Composite feed or other qualified inter-dealer
quotation medium.

                                       11

<PAGE>

Holders
-------

     As of December 31, 2004, there were approximately 229 shareholders of
record of the Company's Common Stock, 18 shareholders of record of the Company's
Series A Preferred Stock, and 1 shareholder of record of the Company's Series B
Preferred Stock.

Dividends
---------

     The Company has not declared any cash dividends with respect to its common
stock or preferred stock, and does not intend to declare dividends in the
foreseeable future. There are no material restrictions limiting, or that are
likely to limit, the Company's ability to pay dividends on its securities.

For information regarding the Company's Equity Compensation Plans, see Part III,
--------------------------------------------------------------------------------
Item 11.
--------

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

     On December 13, 2004, the Company authorized and issued 5,000,000 shares of
its restricted common stock to David Keaveney for repayment of debt in the
amount of $16,150. These shares were issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933.

     On December 13, 2004, the Company authorized and issued 4,900,000 shares of
its restricted common stock to ScaleCars, Ltd, a Nevada corporation, as a part
of the consideration in the purchase of all of the assets of ScaleCars, Ltd.
pursuant to that certain Asset Purchase Agreement dated November 23, 2004. These
shares were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933.

     On December 13, 2004, the Company authorized and issued 6,000,000 shares of
its restricted common stock to SmallCap Voice.Com, Inc. for prepaid services
pursuant to that certain Financial Public Relations Agreement dated November 19,
2004. These shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933. The agreement between the Company
and SmallCap is hereby incorporated by reference and attached hereto as Exhibit
10.1.

Subsequent 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. 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. 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. 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. 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. These shares were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933. The agreement between the Company and Mr. Luyendyk is hereby incorporated
by reference and attached hereto as Exhibit 99.1.

                                       12

<PAGE>

     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. These shares were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933. The
agreement between the Company and Mr. Luyendyk is hereby incorporated by
reference and attached hereto as Exhibit 99.2.

Recent Issuance of Registered Securities
----------------------------------------

     On September 8, 2004, the Company approved the Ten Stix, Inc. 2004 Employee
Stock Incentive Stock Plan No. 2, and reserved and authorized the issuance of
50,000,000 shares of Common Stock pursuant to said Plan. Additionally, the
Company approved the Ten Stix, Inc. 2004 Non-Employee Directors and Consultants
Retainer Stock Plan No. 2, and reserved and authorized the issuance of
18,000,000 shares of Common Stock pursuant to said Plan.

     On October 13, 2004 the Company authorized, and on October 14, 2004, the
Company issued 20,000,000 unrestricted shares of common stock to employees
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 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
October 5, 2004.

     On October 27, 2004 the Company authorized, and on October 28, 2004, the
Company issued 10,000,000 unrestricted shares of common stock to an employee
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 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
October 5, 2004.

     On November 2, 2004 the Company authorized, and on November 5, 2004 the
Company issued 10,000,000 unrestricted shares of common stock to an employee
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 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
October 5, 2004.

     On November 2, 2004 the Company authorized, and on November 5, 2004 the
Company issued 12,500,000 unrestricted shares of common stock to two individuals
pursuant to the terms of that certain Ten Stix, Inc. 2004 Non-Employee,
Directors and Consultants Retainer Stock Plan No. 2. No underwriters were used.
The securities were registered under Securities Act of 1933 on Form S-8, which
became effective on September 15, 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 October 5, 2004 and pursuant to an Order of
Effectiveness under Section 25114 of the California Corporations Code granted
September 28, 2004.

     On November 29, 2004 the Company authorized, and on November 30, 2004, the
Company issued 2,000,000 unrestricted shares of common stock to employees
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 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
October 5, 2004.

                                       13

<PAGE>

     On December 7, 2004, the Company authorized and issued 4,000,000
unrestricted shares of common stock to employees pursuant to the terms of that
certain Ten Stix, Inc. 2004 Employee Stock Incentive Plan No. 2. No underwriters
were used. The securities were registered under Securities Act of 1933 on Form
S-8, which became effective on September 15, 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 October 5, 2004.

     On December 13, 2004, the Company authorized and issued 4,000,000
unrestricted shares of common stock to employees pursuant to the terms of that
certain Ten Stix, Inc. 2004 Employee Stock Incentive Plan No. 2. No underwriters
were used. The securities were registered under Securities Act of 1933 on Form
S-8, which became effective on September 15, 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 October 5, 2004.

     On December 13, 2004 the Company authorized and issued 2,000,000
unrestricted shares of common stock to an individual pursuant to the terms of
that certain Ten Stix, Inc. 2004 Non-Employee, Directors and Consultants
Retainer Stock Plan No. 2. No underwriters were used. The securities were
registered under Securities Act of 1933 on Form S-8, which became effective on
September 15, 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 October 5, 2004.

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

     On December 6, 2004, the Company approved the MotorSports Emporium, Inc.
2004 Employee Stock Incentive Stock Plan No. 3, and reserved and authorized the
issuance of 70,000,000 shares of Common Stock pursuant to said Plan.

     On January 13, 2005 the Company authorized and issued 4,000,000
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.

     On January 19, 2005, the Company authorized and issued 5,000,000
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.

     On January 21, 2005, the Company authorized and issued 7,000,000
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.

     On February 7, 2005, the Company authorized and issued 6,500,000
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.

                                       14

<PAGE>

     On February 28, 2005, the Company authorized and issued 400,000
unrestricted shares of common stock to an employee 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.

     On March 15, 2005, the Company authorized and issued 500,000 unrestricted
shares of common stock to an employee 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 6.  Management's Discussion and Analysis or Plan of Operation.

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, AZ 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

                                       15

<PAGE>

                              RESULTS OF OPERATION

Twelve-Month Period Ended December 31, 2004 Compared to Twelve-Month Period
---------------------------------------------------------------------------
Ended December 31, 2003
-----------------------

     The Company's net loss for the twelve-month period ended December 31, 2004
was approximately ($1,691,109) compared to a net loss of approximately
($576,981) for the twelve-month period ended December 31, 2003 (an increase of
$1,114,129). The Company divested from the gaming industry in 2004 and now
operates a completely separate entity. The net loss of $1,691,109 during 2004
includes a loss from discontinued operations in the amount of $1,129,225.

     Total revenue for the twelve-month periods ended December 31, 2004 and 2003
were $22,168 and $0 respectively (an increase of $22,168). Total revenue
generated by the discontinued operation for the twelve-month periods ended
December 31, 2004 and 2003 were $90,435 and $94,981 respectively (a decrease of
$4,546). Total revenue generated during the twelve-month periods ended December
31, 2004 and 2003 was comprised of retail cash sales and web based orders
generated in the Scottsdale location of Scalecars.com. The increase in revenue
during the twelve-month period ended December 31, 2004 was primarily due to the
acquisition of certain assets in the die cast model car industry in November
2004.

     During the twelve-month period ended December 31, 2004, the Company
incurred total expenses of $1,714,269 compared to $576,983 of total expenses
incurred during the twelve-month period ended December 31, 2003 (an increase of
$1,137,286). The operating expenses incurred in 2004 include expenses from
discontinued operations in the amount of $1,129,225. Operating expenses for the
twelve-month period ended December 31, 2004 primarily consisted of: (i) $342,316
as selling, general and administrative expenses compared to $0 as selling,
general and administrative expenses incurred during the twelve-month period
ended December 31, 2003; (ii) $0 as depreciation expense compared to $0 as
depreciation expense incurred during the twelve-month period ended December 31,
2003;and (iii) $917 as amortization expense compared to $0 as amortization
expense incurred during the twelve-month period ended December 31, 2003. The
Company also incurred $31,198 as interest expense during the twelve-month period
ended December 31, 2004 as compared to $0 incurred during the twelve-month
period ended December 31, 2003. During the twelve-month period ended December
31, 2004, the discontinued operations segment incurred total expenses of
$1,230,217 compared to $671,873 of operating expenses incurred during the
twelve-month period ended December 31, 2003 (an increase of $558,344). Operating
expenses for the twelve-month period ended December 31, 2004 for the
discontinued operations primarily consisted of: (i) $1,456,316 as selling,
general and administrative expenses compared to $586,616 as selling, general and
administrative expenses incurred during the twelve-month period ended December
31, 2003; (ii) $44,898 as depreciation expense compared to $49,153 as
depreciation expense incurred during the twelve-month period ended December 31,
2003; and (iii) $9,941 as amortization expense compared to $10,844 as
amortization expense incurred during the twelve-month period ended December 31,
2003. The discontinued operations portion of the Company also incurred $55,758
as interest expense during the twelve-month period ended December 31, 2004 as
compared to $25,259 incurred during the twelve-month period ended December 31,
2003.

     As discussed above, although the Company generated revenues in the amount
of $22,168 during the twelve-month period ended December 31, 2004, the increase
in net loss during such period compared to the twelve-month period ended
December 31, 2003 is attributable primarily to the discontinued operation
segment, an increase in the selling, general and administrative expenses due to
an increase in the issuance of common stock issued for services of $120,662
during the period ended December 31, 2004. The Company's net loss during the
twelve-month period ended December 31, 2004 was approximately ($1,691,109) or
($.03) per common share compared to a net loss of approximately ($576,981) or
($.03) per common share during the twelve-month period ended December 31, 2003.
The weighted average of common shares outstanding was 59,114,712 for the
twelve-month period ended December 31, 2004 compared to 21,892,112 for the
twelve-month period ended December 31, 2003.

                                       16

<PAGE>

Liquidity and Capital Resources
-------------------------------

     The Company generated $22,168 in total revenue during the twelve-month
period ended December 31, 2004 and $0 in total revenue during the same
twelve-month period ended December 31, 2003. The Company issued $793,236 in
common stock for services, to acquire the assets of Scalecars.com, to reduce
debt to shareholders, to finance the web site and to provide advertising and
promotional services. Investing activities reduced cash by $261 with the
transfer of the cash account to Ten Stix Gaming, Inc. The Company raised
$281,880 of cash through financing activities. Notes payable were reduced by
$8,346. $92,626 was received from the issuance of employee stock options.
Finally, $12,600 was received as loans from various shareholders and $185,000
was recorded as notes payable. The discontinued operations segment of the
Company generated $90,435 in total revenue during the twelve-month period ended
December 31, 2004 and $94,981 in total revenue during the same twelve-month
period ended December 31, 2003. As such, the Company has only recently generated
cash flow to partially fund its operations and activities. As of the date of
this Annual 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
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 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 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.

For Twelve-Month Period Ended December 31, 2004
-----------------------------------------------

     As of December 31, 2004, the Company's current assets were $149,170 and its
current liabilities were $678,156, resulting in a working capital deficit of
$528,986. As of December 31, 2004, current assets were comprised of (i) $12,732
in cash; (ii) $955 in accounts receivable; (iii) $134,416 in inventory and (iv)
$1,067 in prepaid expenses. The Company divested inventory from gaming items in
2004. The Company's inventory consisted of diecast cars and motorsports related
memorabilia at December 31, 2004. The $955 in accounts receivable consisted of
credit card transactions in transit at the end of the year. The Company sells
all products for immediate payment. The Company has continued to execute its
business plan to aggressively list inventory on the web site for immediate sale.
Inventory is generally listed on the web site for sell within hours of being
received by the Company. The Company is also using email addresses of customers
to send notification of new inventory and of sale prices and inventory
clearances.

                                       17

<PAGE>

     As of December 31, 2004, current liabilities were comprised of (i) $198,347
in notes payable; (ii) $112,518 in notes payable to stockholders; and (iii)
$367,291 in accounts payable and accrued expenses. The current liabilities
consist of payments due in the amount of $30,000 on the acquisition of
scalecars.com, accounts payable to professionals such as attorneys and
accountants, payroll taxes and sales taxes payable, and various notes payable.
All payroll taxes and sales taxes were paid in full in January 2005. Current
notes payable in the amount of $5,000 was paid in full in January 2005. The
Company is generating revenue through the sale of inventory from its retail
store front, its premier Internet site and as a vender at both race track events
and car shows. The Company has just recently established a new division to sell
authentic race worn memorabilia used by race drivers to include helmets, suits,
gloves and shoes. Merchandise for the new division is displayed at the Company's
subsidiaries store front and on the Internet. The Company is aggressively
reducing debt by making all payments either on time or early on all obligations.

     As of December 31, 2004, the Company's total assets were $184,852 and its
total liabilities were $802,534. The reduction in the stockholders' deficit in
the amount of $840,691 is due primarily to the discontinued operations of the
gaming portion of the Company As of December 31, 2004; the Company's total
liabilities exceeded its total assets by $617,682. As of December 31, 2004, the
Company's total assets consisted primarily of (i) $149,170 in current assets;
(ii) $8,124 in net cost equipment; (iii) $27,263 net cost of intangible assets;
and (iv) $295 in refundable deposits.

     Stockholders' deficit increased from ($226,323) for the period ending
December 31, 2003 to ($617,681) for the twelve-month period ended December 31,
2004. The increase in the amount of stockholder's equity in the amount of
$391,358 was primarily due to the loss on the discontinued operations of the
gaming portion of the Company.

     For the twelve-month period ended December 31, 2004, net cash flows used by
operating activities was ($272,501) compared to net cash flows used by operating
activities of ($123,467) for the twelve-month period ended December 31, 2003.
The increase of $149,034 during the twelve-month period ended December 31, 2004
was primarily due to the discontinued operations and the acquisition of the
inventory and assets of scalecars.com.

     For the twelve-month period ended December 31, 2004, net cash flows
provided by financing activities was $281,880 compared to net cash flows
provided by financing activities of $117,135 for the twelve-month period ended
December 31, 2003. The increase of $164,745 during the twelve-month period ended
December 31, 2004 was primarily attributable to $92,626 proceeds from issuance
and exercise of Employee Stock Options.

     For the twelve-month period ended December 31, 2004, net cash flows used by
investing activities was $261 compared to net cash provided by investing
activities of $1,875 during the twelve-month period ended December 31, 2003,
resulting from the spin off of Ten Stix Gaming, Inc.

Material Commitments
--------------------

     A significant and estimated material commitment for the Company for fiscal
year 2004 is the amount of $112,518 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

                                       18

<PAGE>

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.

     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.

                                       19

<PAGE>

     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.

     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.

     On January 4, 2005 the Company issued 2,000,000 shares of restricted common
stock to a consultant for payment of services.

     On January 13, 2005 the Company issued 4,000,000 options to two employees
as governed by the terms and conditions of the Employee Stock Incentive Plan No.
3

     On January 13, 2005 the Company issued 2,000,000 shares of restricted
common stock to David Keaveney, the Company's President and CEO for payment of
debt.

     On January 19, 2005 the Company issued 5,000,000 options to two employees
as governed by the terms and conditions of the Employee Stock Incentive Plan No.
3

     On January 20, 2005 the Company issued 1,500,000 shares of restricted
common stock to David Keaveney, the Company's President and CEO for payment of
debt.

     On January 21, 2005 the Company issued 7,000,000 options to two employees
as governed by the terms and conditions of the Employee Stock Incentive Plan No.
3

     On January 23, 2005 the Company issued 2,000,000 shares of restricted
common stock to a consultant for payment of services

     On February 7, 2005 the Company issued 6,500,000 options to two employees
as governed by the terms and conditions of the Employee Stock Incentive Plan No.
3

     On February 11, 2005 the Company issued 500,000 shares of restricted common
stock to David Keaveney, the Company's President and CEO for payment of debt.

     On February 24, 2005 the Company issued 100,000 shares of restricted common
stock to David Keaveney, the Company's President and CEO for payment of debt.

     On February 28, 2005 the Company issued 400,000 options to one employee as
governed by the terms and conditions of the Employee Stock Incentive Plan No. 3

                                       20

<PAGE>

     On March 7, 2005 the Company issued 1,000,000 shares of restricted common
shares to Arie Luyendyk, Jr. for his role in the Company's non corporate
advisory board. The Company also issued 100,000 shares of restricted common
stock to a consultant for payment of services.

     On March 15, 2005 the Company issued 1,000,000 shares of restricted common
shares to Arie Luyendyk, Sr. for his role in the Company's non corporate
advisory board. The Company also issued 500,000 to one employee as governed by
the terms and conditions of the Employee Stock Incentive Plan No. 3.

                               PLAN OF OPERATION

Funding
-------

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $1,000,000
to fund (i) the general business operations, (ii) the maintenance of the Company
in good standing and making the requisite filings with the Securities and
Exchange Commission, and (iii) the payment of expenses associated with reviewing
or investigating any potential business venture. As of the date of this Annual
Report, the Company does not have any material commitments other than those
described above nor does management anticipate any further material commitments
within the next twelve months. It is anticipated that any expenditures to be
incurred by the Company will fall under one of the three aforementioned
categories. Management anticipates that a substantial portion of the initial
budget of $1,000,000 for the twelve-month work plan, which includes such
expenditures, will be funded pursuant to private placements and loans. From the
date of this Annual Report, management believes that the Company can satisfy its
cash requirements for approximately the next twelve months based on its ability
to obtain advances from certain investors and related parties.

     As of the date of this Annual Report, the Company has generated little
revenue from operations, has a working capital deficit and a retained earnings
deficit. Therefore, the Company has been deemed a "going concern" by its
independent auditors, as noted in the financial statements attached hereto.
There is substantial doubt that the Company will be able to retain its status as
a "going concern," that is assumption of the continuity of operations of the
Company in the absence of evidence to the contrary. Management believes that it
can maintain its status as a "going concern" based on its ability to raise funds
pursuant to future public and private offerings and to obtain advances and
minimize operating expenses by not duplicating expenses or incurring needless
expenses.

                         OFF-BALANCE SHEET ARRANGEMENTS

     As of the date of this Annual 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.

Future Commitments
------------------

     As of the date of this Annual Report, the Company does not have any
material commitments nor does management anticipate any further material
commitments within the next twelve months.

                                       21

<PAGE>

Forward-Looking Statements
--------------------------

     The foregoing discussion, as well as the other sections of this Annual
Report on Form 10-KSB, 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 7.  Financial Statements.

     The Financial Statements of MotorSports Emporium, Inc. are listed on the
Index to Financial Statements as set forth on page F-2.

Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

     None.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

     Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
annual report (the "Evaluation Date"). Based on such evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that, as the
Evaluation Date, our disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to us
(including our consolidated subsidiaries) required to be included in our reports
filed or submitted under the Securities Exchange Act of 1934, as amended.

(b) Changes in Internal Controls.

     In addition, no change in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended)
occurred during the fourth quarter of the year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

Item 8B. Other Information.

     On November 10, 2004, the Company formed a wholly owned subsidiary,
Scottsdale Diecast, Inc. in Arizona.

     On November 19, 2004, the Company entered into a Financial Public Relations
Agreement with SmallCap Voice.Com, Inc. ("SmallCap") whereby SmallCap would
provide to the Company various public relations services. On December 13, 2004,
the Company issued 6,000,000 shares of its restricted common stock to SmallCap
Voice for prepaid services pursuant to that certain Agreement above. These
shares were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933. Incorporated by reference and attached
hereto as Exhibit 10.1.

                                       22

<PAGE>

Subsequent Information

     On March 4, 2005, the Company entered into an agreement with Arie Luyendyk
Jr. to have him participate on the Company's non-corporate advisory board in
order to help the Company and its subsidiaries with their motor sports
endeavors. On March 8, 2005 the Company issued 1,000,000 shares of restricted
common shares to Arie Luyendyk, Jr. for his participation on the Company's
non-corporate advisory board. These shares were issued pursuant to the exemption
from registration under Section 4(2) and Section 4(6) of the Securities Act of
1933. Incorporated by reference and attached hereto as Exhibit 99.1.

     On March 14, 2005, the Company entered into an agreement with Arie Luyendyk
Sr. to have him participate on the Company's non-corporate advisory board in
order to help the Company and its subsidiaries with their motor sports
endeavors. On March 15, 2005 the Company issued 1,000,000 shares of restricted
common shares to Arie Luyendyk, Sr. for his participation on the Company's
non-corporate advisory board. These shares were issued pursuant to the exemption
from registration under Section 4(2) and Section 4(6) of the Securities Act of
1933. Incorporated by reference and attached hereto as Exhibit 99.2.

                                    PART III
                                    --------

Item 9.  Directors and Executive Officers of the Registrant.

     See Item 11 for information on the beneficial ownership of the Company's
securities.

Identity of Directors and Executive Officers
--------------------------------------------

<TABLE>
<CAPTION>
        Name                         Age             Position
        ---------------------------------------------------------------------
        <S>                          <C>             <C>

        David Keaveney*              35              Director and President/
                                                     Chief Executive Officer/
                                                     Chief Financial Officer

        Rhonda Keaveney**            37              Director and Secretary
</TABLE>


          *    On September 25, 2004 David Keaveney was appointed director,
               President, CEO and CFO of the corporation.

          **   On October 13, 2004 Rhonda Keaveney, wife of President, CEO and
               CFO-David Keaveney, was appointed director and Secretary of the
               Company.

     DAVID W. KEAVENEY - David W. Keaveney has functioned as a strategic
business consultant, mentoring senior level executives on business development,
marketing, reengineering and value growth for the past seven years. Early in his
career, David served as Sr. Vice President of Investments for a financial
services firm where he specialized in business structure, valuation and core
competency. David has held senior executive positions with several private
start-ups companies including marketing, financial and management consulting.
David is working towards his Management Certificate (mini-MBA) from Loyola
University and his Certification of Professional Development from Wharton
Business School.

     RHONDA KEAVENEY - Rhonda Keaveney is a board member and Secretary for
MotorSports Emporium, Inc. Prior to her appointment she functioned as Compliance
Officer for a local Investment Banking firm and more recently as a director of
operations for a private investment partnership. Rhonda has a strong background
in case management, office administration and the securities industry where
she's held NASD Series 7, 63 and 24 licenses. Rhonda attended Arizona State
University where she studied Psychology and Business.

     There are no arrangements or understandings between any of the directors or
executive officers, or any other person or person pursuant to which they were
selected as directors and/or officers.

                                       23

<PAGE>

Directorships
-------------

     No Director of the Company or person nominated or chosen to become a
Director holds any other directorship in any company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of such Act or any other company registered as an
investment company under the Investment Company Act of 1940.

Significant Employees
---------------------

     No other significant employees exist.

Family Relationships
--------------------

     David Keaveney, the Company's President, Chief Executive Officer, and Chief
Financial Officer, and Rhonda Keaveney, the Company's Secretary are husband and
wife.

Involvement in Certain Legal Proceedings
----------------------------------------

     During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:

     (1) was a general partner or executive officer of any business against
     which any bankruptcy petition was filed, either at the time of the
     bankruptcy or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
     criminal proceeding (excluding traffic violations and other minor
     offenses);

     (3) was subject to any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining, barring, suspending or otherwise
     limiting his involvement in any type of business, securities or banking
     activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
     Securities and Exchange Commission or the Commodity Futures Trading
     Commission to have violated a Federal or state securities or commodities
     law, and the judgment has not been reversed, suspended or vacated.

Audit Committee Financial Expert and Identification of Audit Committee
----------------------------------------------------------------------

     The Company has no separately designated standing audit committee nor
another committee performing similar functions. The Board of Directors acts as
the audit committee. None of the directors qualifies as an Audit Committee
Financial Expert.

Material Changes to the Method by which the Shareholders may recommend nominees
-------------------------------------------------------------------------------
to the Board of Directors
-------------------------

     None.

Section 16 (a) Beneficial Ownership Compliance
----------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial ownership on Form
3, changes in beneficial ownership on Form 4 and an annual statement of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

                                       24

<PAGE>

     Based on its review of the copies of such forms filed with the SEC
electronically, received by the Company and representations from certain
reporting persons, the Company believes that for the fiscal year ended December
31, 2004, all the officers, directors and more than 10% beneficial owners have
complied with the above described filing requirements.

Code of Ethics
--------------

     The Company has adopted a Code of Ethics applicable to its officers,
including its principal executive officer, principal financial officer,
principal accounting officer or controller and any other persons performing
similar functions. The Code of Ethics will be provided free of charge by the
Company to interested parties upon request. Requests should be made in writing
and directed to the Company at the following address: 16055 N. Dial Blvd., Suite
5, Scottsdale, Arizona 85260

Item 10.  Executive Compensation.

     The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:

 <TABLE>
<CAPTION>
                                                       SUMMARY COMPENSATION TABLE
                                                       --------------------------

                                                                             Long Term Compensation
                                        Annual Compensation              Awards                 Payouts
                                  --------------------------------     ----------------------------------
                                                                                    Securities              All
                                                          Other                     Underlying              Other
                                                          Annual       Restricted   Options/     LTIP       Compen-
Name and                 Year or                          Compen-      Stock        SAR's        Payouts    sation
Principal                Period  Salary      Bonus        sation)      Awards       (#)          ($)        ($)
Position                 Ended   ($)         ($)          ($)
(a)                      (b)     (c)         (d)          (e)          (f)          (g)          (h)        (i)
<S>                      <C>     <C>         <C>          <C>          <C>          <C>          <C>        <C>
-------------------------------------------------------------------------------------------------------------------
David W. Keaveney(1)     2004    $28,500     0            $0           0            0            0          0
President and CEO        2003    $0          0            $0           0            0            0          0
                         2002    $0          0            $0           0            0            0          0

Rhonda Keaveney(2)       2004    $0          0            $0           0            0            0          0
Secretary                2003    $0          0            $0           0            0            0          0
                         2002    $0          0            $0           0            0            0          0

Thomas E. Sawyer(3)      2004    $28,500     0            $0           0            0            0          0
President and CEO        2003    $43,500     0            $9,384(4)    0            0            0          0
                         2002    $39,000     0            $4,480(4)    0            0            0          0


Tony A. Cranford(3)      2004    $28,500     0            $0           0            0            0          0
Vice President           2003    $43,500     0            $0           0            0            0          0
                         2002    $39,000     0            $0           0            0            0          0
</TABLE>
___________________

(1)  On September 25, 2004 David Keaveney was appointed director, President, CEO
     and CFO of the corporation.
(2)  On October 13, 2004 Rhonda Keaveney, wife of President, CEO and CFO-David
     Keaveney, was appointed director and Secretary of the Company.
(3)  On September 26, 2004 both Tony A Cranford and Thomas E. Sawyer resigned as
     officers and directors of the corporation.
(4)  On December 28, 2000, Mr. Sawyer assigned the distributorship rights to
     market a card game called "Bonus 6" within the United States, excluding
     Colorado, to the Company and the Company assumed the obligations under Mr.
     Sawyer's distribution agreement with the owner of Bonus 6. Pursuant to the
     terms of the assignment agreement, Mr. Sawyer maintained the marketing and
     distribution rights within the State of Colorado and receives a 40%
     commission on gross revenues generated from the sale or lease of "Bonus 6"
     to the casinos located in Colorado, on a monthly basis. During 2003 and
     2002, Mr. Sawyer received commissions of $9,384 and $4,480, respectively
     from the Company. During 2003, the Company allowed its distribution rights
     to "Bonus 6" to expire.

                                       25

<PAGE>

Employment Contracts
--------------------

     On October 25, 2004 the Company entered into an Executive Employment
Agreement with its President, CEO and CFO, David Keaveney. The initial term of
the Agreement commenced on October 25, 2004 and it shall continue in effect
until October 25, 2005. Thereafter, the Agreement shall be renewed upon the
mutual agreement of Keaveney and the Company. The Agreement grants Keaveney a
base salary of $114,000 per year. During the term of the Agreement, Company
agrees to pay all costs of Keaveney's medical/dental expenses up to a maximum of
$20,000 per year. Company shall also provide an automobile allowance of $1,000
per month. Company shall pay a monthly rent of $2,000 while it maintains its
headquarters at Keaveney's place of residency. Not withstanding the one-year
employment term, the Agreement may be terminated by either party. If the Company
desires to terminate the Agreement for any reason, other than reasonable cause
or event of permanent disability, Keaveney shall be entitled to 100% of the
balance of payments due under the contract payable, at the Company's option,
either on a bi-weekly basis or in a lump sum discounted by 10% and payable 30
days after said termination.

Other Contracts
---------------

     None.

Stock Options and Warrants
--------------------------

     On September 11, 2003, the Company's 2003 Stock Plan was adopted and
approved by the Board of Directors. The Plan had authorized 15,000,000 shares of
common stock of the Company to that may be granted to employees, officers, and
directors of the Company in the form of both incentive and non-qualified stock
options.

     On June 15, 2004 the Company's 2004 Stock Plan was adopted and approved by
the Board of Directors. The Plan had authorized 13,500,000 shares of common
stock of the Company to that may be granted to employees, officers, and
directors of the Company in the form of both incentive and non-qualified stock
options.

     On July 28, 2004, the Ten Stix Inc. Non-Employee Directors and Consultant
Retainer Stock Plan for 2004 was adopted and approved by the Board of Directors.
The Plan had authorized 20,500,000 shares of common stock of the Company to that
may be granted to non-employee directors and consultants of the Company.

     On September 8, 2004, the Ten Stix Inc. 2004 Employee Stock Incentive Plan
No. 2 was adopted and approved by the Board of Directors. The Plan had
authorized 50,000,000 shares of common stock of the Company to that may be
granted to employees, officers, and directors of the Company in the form of both
incentive and non-qualified stock options.

     On September 8, 2004, the Ten Stix, Inc. 2004 Non-Employee Directors and
Consultants Retainer Stock Plan No. 2 was adopted and approved by the Board of
Directors. The Plan had authorized 18,000,000 shares of common stock of the
Company to that may be granted to shares of common stock of the Company to that
may be granted to non-employee directors and consultants of the Company.

                                       26

<PAGE>

     On December 6, 2004, the Motorsports Emporium, Inc. 2004 Employee Stock
Incentive Plan No. 3 was adopted and approved by the Board of Directors. The
Plan has authorized 70,000,000 shares of common stock of the Company to that may
be granted to employees, officers, and directors of the Company in the form of
both incentive and non-qualified stock options.

Option Grants Table
-------------------

     The following tables reflect certain information, with respect to stock
options granted under the Company's stock option plans to executive officers and
directors during fiscal 2004.

<TABLE>
<CAPTION>
                     Options/SAR Grants In Last Fiscal Year
                     --------------------------------------

                           Number Of         % Of Total
                           Securities        Options
                           Underlying        Granted To       Exercise
                           Options           Employees        Or Base
                           Granted           In Fiscal        Price            Expiration
Name                       (#)               Year(%)          ($/Sh)(1)        Date
<S>                        <C>               <C>              <C>              <C>
------------------------------------------------------------------------------------------
David Keaveney             0                 0                0                0
Rhonda Keaveney            0                 0                0                0
Thomas E. Sawyer           0                 0                0                0
Tony A. Cranford           0                 0                0                0
</TABLE>

Option Exercise and Year End-Value Table
----------------------------------------

     The following tables reflect certain information, with respect to the
exercise of stock options by executive officers during fiscal 2004:

<TABLE>
<CAPTION>
                   Aggregated Option/SAR Exercises In The Last Fiscal Year And Year-End Option/SAR Value
                   -------------------------------------------------------------------------------------

                                                                       Number Of
                                                                       Securities                Value Of
                                                                       Underlying                Unexercised
                                                                       Unexercised               In-The-Money
                                                                       Options At                Options At
                                                                       Fy-End(#)                 Fy-End($)
                                                                       -------------------------------------------
                                  Shares           Value
                                  Acquired On      Realized            Exercisable (E)/          Exercisable (E) /
Name                              Exercise(#)      ($)                 Unexercisable (U)         Unexercisable (U)
<S>                               <C>              <C>                 <C>                       <C>
------------------------------------------------------------------------------------------------------------------
David Keaveney                    0                0                   0 (E)  / 0 (U)            0 (E) /  0 (U)
Rhonda Keaveney                   0                0                   0 (E)  / 0 (U)            0 (E) /  0 (U)
Thomas E. Sawyer                  0                0                   0 (E)  / 0 (U)            0 (E) /  0 (U)
Tony A. Cranford                  0                0                   0 (E)  / 0 (U)            0 (E) /  0 (U)
____________________
</TABLE>

Long-Term Incentive Plan Awards
-------------------------------

     There were no long-term incentive plan awards made in the last fiscal year.

                                       27

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters.

(a) Security Ownership of Certain Beneficial Owners

     The following table sets forth security ownership information as of the
close of business on March 30, 2005, for any person or group, known by the
Company to own more than five percent (5%) of any class of the Company's voting
securities.

<TABLE>
<CAPTION>
                                                                  Amount and
                                                                  Nature of
Name and Address                       Title Of                   Beneficial          Percent of
of Beneficial Owner                    Class                      Owner               Class
<S>                                    <C>                        <C>                 <C>
--------------------------------------------------------------------------------------------------

Intercontinental Assets Corp           Series B Preferred(*)      2,500,000           100%
6965 El Camino Road
Suite105-279
Carlsbad, CA 92009
</TABLE>
---------------------------------------
*    The Series B Preferred Stock is entitled to vote on all matters submitted
     to the shareholders for a vote, including the election of any directors,
     together with the holders of Series A Preferred Stock and the holders of
     the Common Stock, $0.001 par value per share, of the Company, voting
     together as a single class. Pursuant to Section 2(a) of the Certificate of
     Designation, each share of the Series B Preferred Stock shall be entitled
     to one vote for each share of the Common Stock into which the Series B
     Preferred Stock is convertible as of the record date for such vote or, if
     no record date is specified, as of the date of such vote. Pursuant to the
     terms of the Certificate of Designation of Series B Preferred Stock, the
     stated Par Value of each shares of Series B Preferred Stock is $0.05.
     Pursuant to Section 5(a) of the Certificate of Designation, the holder of
     the Series B Preferred Stock may convert said shares to common stock at his
     option. Pursuant to Section 5(a), in the event of a conversion, the number
     of shares of Common Stock to be issued on account of each share of the
     Series B Preferred Stock shall be determined by dividing (i) the Adjusted
     Face Value plus the amount of any accrued but unpaid dividends thereon by
     (ii) $0.0005. Accordingly, each share of Series B Preferred Stock is
     convertible into 100 shares of common stock at option of the holder of the
     Series B Preferred Stock, for an aggregate of 250,000,000 shares of common
     stock. 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. Upon conversion the shares would represent
     64.77% of all the voting securities of the Company. See Item 11(c) for
     additional information regarding change in control.

(b) Security Ownership of Management

     The following table sets forth security ownership information as of the
close of business on March 30, 2005, of all directors, executive officer listed
in the "Summary Compensation Table" set forth herein, and all directors and
executive officers as a group.

<TABLE>
<CAPTION>
                                                                  Amount and
                                                                  Nature of
Name and Address                       Title Of                   Beneficial          Percent of
of Beneficial Owner                    Class                      Owner               Class
<S>                                    <C>                        <C>                 <C>
--------------------------------------------------------------------------------------------------

DK Holdings, LLC                       Common                     500,000*            0.29%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

David Keaveney                         Common                     5,000,000           2.95%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

Rhonda Keaveney                        -                                              0.00%
0%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

Officers and Directors as a Group      Common                     5,500,000           3.24%
</TABLE>
------------------------------------------------------------
*    David Keaveney is the sole member of DK Holdings, LLC.

                                       28

<PAGE>

(c) Changes in Control

     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.

     Pursuant to Section 2(a) of the Certificate of Designation, each share of
the Series B Preferred Stock shall be entitled to one vote for each share of the
Common Stock into which the Series B Preferred Stock is convertible as of the
record date for such vote or, if no record date is specified, as of the date of
such vote.

     Pursuant to the terms of the Certificate of Designation of Series B
Preferred Stock, the stated Par Value of each share of Series B Preferred Stock
is $0.05. Pursuant to Section 5(a) of the Certificate of Designation, the holder
of the Series B Preferred Stock may convert said shares to common stock at his
option. Pursuant to Section 5(a), in the event of a conversion, the number of
shares of Common Stock to be issued on account of each share of the Series B
Preferred Stock shall be determined by dividing (i) the Adjusted Face Value plus
the amount of any accrued but unpaid dividends thereon by (ii) $0.0005.
Accordingly, each share of Series B Preferred Stock is convertible into 100
shares of common stock at option of the holder of the Series B Preferred Stock,
for an aggregate of 250,000,000 shares of common stock.

     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.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
<CAPTION>
                  ---------------------------------- --------------------- ------------------- ----------------------
                                                          Number of         Weighted-average    Number of securities
                                                        securities to      exercise price of    remaining available
                                                          be issued           outstanding       for future issuance
                                                            upon           options, warrants       under equity
                                                         exercise of          and rights        compensation plans
                                                         outstanding                               (excluding
                                                       options, warrants,                      securities reflected
                                                          and rights                               in column (a))

                  <S>                                        <C>                  <C>                   <C>

                  ---------------------------------- --------------------- ------------------- ----------------------
                  ---------------------------------- --------------------- ------------------- ----------------------
                                                             (a)                  (b)                   (c)
                  ---------------------------------- --------------------- ------------------- ----------------------
                  ---------------------------------- --------------------- ------------------- ----------------------
                  Equity compensation plans
                  approved by security holders
                                                              0                    $0                    0
                  ---------------------------------- --------------------- ------------------- ----------------------
                  ---------------------------------- --------------------- ------------------- ----------------------
                  Equity compensation plans not
                  approved by security holders
                                                              0                    $0               70,000,000
                  ---------------------------------- --------------------- ------------------- ----------------------
                  ---------------------------------- --------------------- ------------------- ----------------------

                  ---------------------------------- --------------------- ------------------- ----------------------
                  ---------------------------------- --------------------- ------------------- ----------------------
                  Total                                       0                    $0               70,000,000
                  ---------------------------------- --------------------- ------------------- ----------------------
</TABLE>

                                       29

<PAGE>

Item 12.  Certain Relationships and Related Transactions.

      On July 1, 2004 Ten Stix, Inc. entered into a Convertible Debenture with
Edify Capital in the amount of $185,000 with interest from the date of issuance
at the rate of 8% per annum, compounded and payable quarterly. 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, 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. As of the date of this filing
$150,000 has been paid.

     On August 16, 2004 Ten Stix, Inc. entered into an agreement with Robert C.
Brehm for the amount of $4,000 plus 12% percent annual interest. Brehm can
convert note at pay off into Series B Preferred Stock of the Company at the rate
of $.05 per share. This note is still outstanding as of the date of this filing
and Brehm has not exercised his conversion right.

     On September 14, 2004 Ten Stix, Inc. entered into an agreement with Robert
C. Brehm for the amount of $3,600 plus 12% percent annual interest. Brehm can
convert note at pay off into Series B Preferred Stock of the Company at the rate
of $.05 per share. This note is still outstanding.

     On September 27, 2004 the Company entered into a Promissory Note with its
previous auditing firm AJ Robbins, PC for the principal amount of $16,693, with
no interest. The balance is an overdue accounting bill for services performed
during their tenure. Six equal payments of $2,782.16 shall be due and payable on
the 30th day of each calendar month, with the first payment commencing on
October 30, 2004 and final payment on March 30, 2005.

     On October 18, 2004, the Company granted David Keaveney the option to
convert the unpaid balance of $56,352 acknowledged in the Letter of
Understanding into Common Stock of the Company, par value $0.0001 per share, at
rate to be determined by dividing the unpaid balance by 20% of the prior day
closing bid price.

     On November 4, 2004, the Company's President & CEO David Keaveney exercised
his right to convert $2,280 (part of a $56,352 debt into 1,500,000 shares of
restricted common stock. The remaining outstanding balance was reduced
accordingly and is now $54,072.

     On November 16, 2004, the Company's President & CEO David Keaveney
exercised his right to convert $3,000 (part of a $54,072 debt into 1,000,000
shares of restricted common stock. The remaining outstanding balance was reduced
accordingly and is now $51,072. These shares will be issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933.

     The Company, through its wholly-owned subsidiary, Scottsdale Diecast, Inc.
entered into an Asset Purchase Agreement with ScaleCars, Ltd., a Nevada
corporation, effective as of November 23, 2004, which acquisition closed on
November 24, 2004. Pursuant to the terms of the Agreement, the Company acquired
all of the business assets of ScaleCars, in consideration of approximately (a)
$166,920, evidenced by a Promissory Note executed by Scottsdale Diecast in favor
of ScaleCars and (b) 4,900,000 restricted common shares of the Company.

     Concurrently with the execution of the above Agreement, Scottsdale Diecast
executed a Commercial Lease, effective as of November 23, 2004, under which
Scottsdale Diecast shall lease from Ron Adams, approximately 2,800 square feet
of retail space in the building where the ScaleCars business is conducted, for a
term of one year commencing on December 1, 2004. As set forth above, in
conjunction with the purchase of the assets of Scalecars through its
wholly-owned subsidiary, Scottsdale Diecast, the Company issued 4,900,000
restricted shares of common stock to Scalecars. The shares were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933. On December 2, 2004, the Company, filed a Certificate of Amendment to the
Articles of Incorporation with the Secretary of State of Nevada changing its
name from Ten Stix, Inc., to "Motorsports Emporium, Inc." A copy of the
Certificate of Amendment to the Articles of Incorporation, are attached hereto.

     On December 20, 2005 the Company entered into certain Assignment Agreement
and General Release with Ten Stix Gaming, Thomas Sawyer and Tony Cranford, the
Corporations former directors and officers.

                                       30

<PAGE>

Item 13.  Exhibits.

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B

<TABLE>
<CAPTION>

         Exhibit           Description
         <S>               <C>
         3.1 (1)           Amendment to Articles of Incorporation dated January 22, 2001
                           and filed with the Colorado Secretary of State on January 22, 2001.
         3.2 (2)           Statement of Correction to the Articles of Incorporation dated
                           and filed with the Secretary of State of Colorado on August 27, 2003.
         3.3 (1)           By-laws of the Company;
         10.1**            Agreement with SmallCap Voice.Com, Inc. dated November 19, 2004
         14**              Code of Ethics
         21**              Subsidiaries of the Small Business Issuer
         31**              Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
         31**              Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
         32**              906 Certification
         99.1**            Advisory Board Agreement with Arie Luyendyk, Jr. dated March 4, 2005
         99.2**            Advisory Board Agreement with Arie Luyendyk, Sr. dated March 14, 2005
</TABLE>
         ---------------------
         (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

Item 14.  Principal Accountant Fees and Services.

Independent Public Accountants
------------------------------

     The Company's independent accountants during the fiscal year ending
December 31, 2004 were HJ & Associates, LLC

     (1) Audit Fees. During the fiscal years ended December 31, 2004 and 2003,
the aggregate fees billed by the Company's auditors, for services rendered for
the audit of our annual financial statements and the review of the financial
statements included in our quarterly reports on Form 10-QSB and for services
provided in connection with the statutory and regulatory filings or engagements
for those fiscal years, was $29,000 and $24,000 respectively.

     (2) Audit-Related Fees. During fiscal years ended December 31, 2004 and
2003 our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (a) above.

     (3) Tax Fees. Our auditors did not provide tax compliance, tax advice, or
tax planning advice during the fiscal years ended December 31, 2004 and 2003.

     (4) All Other Fees. None.

                                   SIGNATURES

     In accordance with 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.


Dated: March 31, 2005                /s/ David W. Keaveney
                                     __________________________________
                                     By: David W. Keaveney
                                     Its: President and Chief Executive Officer


Dated: March 31, 2005                /s/ Rhonda Keaveney
                                     __________________________________
                                     By: Rhonda Keaveney
                                     Its: Secretary

                                       31

<PAGE>













                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004

















<PAGE>



                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm .................... F-3

Consolidated Balance Sheet.................................................. F-4

Consolidated Statements of Operations....................................... F-6

Consolidated Statements of Stockholder's Equity (Deficit)................... F-7

Consolidated Statements of Cash Flows....................................... F-8

Notes to the Consolidated Financial Statements............................. F-10




                                      F-2



<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board of Directors
Motorsports Emporium, Inc. & Subsidiary
(Formerly Ten Stix, Inc.)
Scottsdale, Arizona

We have audited the accompanying consolidated balance sheet of Motorsports
Emporium, Inc. and Subsidiary, (Formerly Ten Stix, Inc.) as of December 31,
2004, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the years ended December 31, 2004 and 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provided a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Motorsports
Emporium, Inc. and Subsidiary, (Formerly Ten Stix, Inc.) as of December 31, 2004
and 2003, and the results of their operations and their cash flows for the years
then ended, in conformity with United States generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a working capital deficit that raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to those matters are also described in Note 2 to the consolidated financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
March 25, 2005

                                      F-3

<PAGE>
                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                December 31,
                                                                    2004
                                                                -----------
<S>                                                             <C>
CURRENT ASSETS

   Cash                                                         $    12,732
   Accounts receivable                                                  955
   Inventory (Note 1)                                               134,416
   Prepaid expenses, net                                              1,067
                                                                -----------
     Total Current Assets                                           149,170
                                                                -----------
FIXED ASSETS, NET (Note 3)                                            8,124
                                                                -----------
OTHER ASSETS

   Deposits                                                             295
   Intangible assets, net (Note 4)                                   27,263
                                                                -----------
     Total Other Assets                                              27,558
                                                                -----------
       TOTAL ASSETS                                             $   184,852
                                                                ===========
</TABLE>

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

                                      F-4

<PAGE>

                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
                     Consolidated Balance Sheet (Continued)

                  LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                December 31,
                                                                    2004
                                                                -----------
<S>                                                             <C>
CURRENT LIABILITIES

   Accounts payable and accrued expenses                        $   367,291
   Notes payable (Note 6)                                           198,347
   Notes payable - shareholder (Note 6)                             112,518
                                                                -----------
       Total Current Liabilities                                    678,156
                                                                -----------
LONG TERM LIABILITIES

   Notes payable - shareholder (Note 6)                             124,377
                                                                -----------
     Total Long Term Liabilities                                    124,377
                                                                -----------
       Total Liabilities                                            802,533
                                                                -----------
COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred A stock, $250 par value, 100,000 shares
     authorized; 96 shares issued and outstanding                    24,000
   Preferred B stock, $.05 par value, 3,000,000 shares
     authorized; 2,500,000 issued and outstanding                   125,000
   Common stock; $.001 par value, 500,000,000 shares
     authorized, 135,956,000  issued and outstanding                135,956
   Additional paid-in capital                                     2,281,364
   Deferred expenses paid with common stock, net                    (19,520)
   Accumulated deficit                                           (3,164,481)
                                                                -----------
       Total Stockholders' Equity (Deficit)                        (617,681)
                                                                -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $   184,852
                                                                ===========
</TABLE>

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

                                      F-5

<PAGE>

                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                         For the Years Ended
                                                                             December 31,
                                                                ---------------------------------------
                                                                      2004                    2003
                                                                ---------------         ---------------
<S>                                                             <C>                     <C>
REVENUES

   Retail Sales                                                 $        22,168         $             -
                                                                ---------------         ---------------
     Total Revenue                                                       22,168                       -
                                                                ---------------         ---------------
EXPENSES

   Cost of sales                                                         10,612                       -
   Selling, general and administrative                                  342,316                       -
   Depreciation and amortization                                            917                       -
                                                                ---------------         ---------------
     Total Expenses                                                     353,845                       -
                                                                ---------------         ---------------
OPERATING LOSS                                                         (331,677)                      -
                                                                ---------------         ---------------
OTHER INCOME (EXPENSE)

   Interest expense                                                     (31,198)                      -
   Other income                                                             991                       -
   Rapid Funding settlement expense                                    (200,000)                      -
                                                                ---------------         ---------------
     Net Other Income (Expense)                                        (230,207)                      -
                                                                ---------------         ---------------
LOSS BEFORE DISCONTINUED OPERATIONS                                    (561,884)                      -
                                                                ---------------         ---------------
LOSS FROM DISCONTINUED OPERATIONS

   Loss from discounted operations (Note 5 )                         (1,129,225)               (576,982)
                                                                ---------------         ---------------
     Total Loss From Discontinued Operations                         (1,129,225)               (576,982)
                                                                ---------------         ---------------
NET LOSS                                                        $    (1,691,109)        $      (576,982)
                                                                ===============         ===============
LOSS PER SHARE

   CONTINUING OPERATIONS                                        $         (0.01)        $         (0.00)
   DISCONTINUTED OPERATIONS                                     $         (0.02)        $         (0.03)
                                                                ---------------         ---------------
NET LOSS PER SHARE                                              $         (0.03)        $         (0.03)
                                                                ===============         ===============
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING, BASIC AND DILUTED                              59,114,712              21,892,112
                                                                ===============         ===============
</TABLE>

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

                                      F-6

<PAGE>

                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                       Preferred           Preferred              Common
                        A Stock             B Stock                Stock         Additional                               Total
                   ----------------  ------------------    ---------------------  Paid-In    Deferred   Accumulated   Stockholders'
                   Shares    Amount     Shares   Amount    Shares      Amount     Capital    Expenses     Deficit    Equity(Deficit)
<S>                <C>      <C>         <C>      <C>       <C>         <C>       <C>         <C>        <C>           <C>
                   ------   -------  --------- --------   -----------   -------- ----------  --------   -----------   -----------
Balance
December 31, 2002      96   $24,000          -   $    -    18,170,688  $  18,171 $  950,866  $      -   $  (881,390)  $   111,647

Sale of common
stock for cash          -         -          -        -       952,540        952    146,210         -             -       147,162

Stock issued for
services                -         -          -        -     1,895,000      1,895     89,955         -             -        91,850

Net loss for the
year ended
December 31, 2003       -         -          -        -             -          -          -         -      (576,982)     (576,982)

Balance
December 31, 2003      96    24,000          -        -    21,018,228     21,018  1,187,031         -    (1,458,372)     (226,323)
                   ------   -------  --------- --------   -----------   -------- ----------  --------   -----------   -----------
Sale of stock
for cash                -         -          -        -    15,337,500     15,338     77,288         -             -        92,626

Stock issued
for services            -         -          -        -   120,662,500    120,662    655,494         -             -       776,156

Stock issued
for debt                -         -          -        -     5,000,000      5,000     11,150         -             -        16,150

Stock issue
for assets              -         -          -        -     4,900,000      4,900     20,580         -             -        25,480

Preferred stock
beneficial conversion
 feature                -         -          -        -             -          -     15,000         -       (15,000)            -

Preferred stock
issued for
 conversion of
note payable            -         -  2,500,000  125,000             -          -   (110,000)        -             -        15,000

Recognition of
beneficial conversion
 feature on
convertible notes       -         -          -        -             -          -     67,600         -             -        67,600

Cancellation of
shares Rapid
Funding Settlement      -         -          -        -   (36,962,100)   (36,962)    36,962         -             -             -

Gain on disposition
of segment -
 related party          -         -          -        -             -          -    289,659         -             -       289,659

Stock issued for
prepaid advertising
 And promotions         -         -          -        -     6,000,000      6,000     30,600   (36,600)            -             -

Amortization of
expenses prepaid
 with common stock      -         -          -        -             -          -          -    17,080             -        17,080

Net loss for year
ended
 December 31, 2004      -         -          -        -             -          -          -         -    (1,691,109)   (1,691,109)
                   ------   -------  --------- --------   -----------   -------- ----------  --------   -----------   -----------
Balance
December 31, 2004      96   $24,000  2,500,000 $125,000   135,956,128   $135,956 $2,281,364  $(19,520)  $(3,164,481)  $  (617,681)
                   ======   =======  ========= ========   ===========   ======== ==========  ========   ===========   ===========
</TABLE>

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

                                      F-7

<PAGE>

                    MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                         For the Years Ended
                                                                             December 31,
                                                                ---------------------------------------
                                                                      2004                    2003
                                                                ---------------         ---------------
<S>                                                             <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                     $    (1,691,109)        $      (576,982)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                                       54,839                  59,997
     Amortization of debt discounts                                       6,742                  15,119
     Beneficial Conversion Amortization                                  67,600                       -
     Loss on gaming rights and expiration of options                          -                  91,600
     Gain on sale of equipment                                                -                  (2,948)
     Issuance of common stock for services                              793,236                  91,850
   Changes in assets and liabilities
     (Increase) decrease in inventory                                    12,258                    (751)
     (Increase) decrease in accounts receivable                           2,945                  (3,900)
     (Increase) in other assets                                          (3,145)                      -
     Increase in accounts payable and accrued
       expenses                                                         484,133                 202,548
                                                                ---------------         ---------------
       Net Cash Used by Operating Activities                           (272,501)               (123,467)
                                                                ---------------         ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Spin off of Ten Stix Gaming - cash                                      (261)                      -
   Purchase of equipment                                                      -                  (1,625)
   Proceeds from sale of equipment                                            -                   3,500
                                                                ---------------         ---------------
       Net Cash Flows Provided (Used) by Investing Activities              (261)                  1,875
                                                                ---------------         ---------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Payments on notes payable                                             (8,346)                (53,527)
   Proceeds from issuance of common stock                                92,626                 147,162
   Loans from stockholders                                              197,600                  25,500
   Payment on loans from stockholders                                         -                  (2,000)
                                                                ---------------         ---------------
       Net Cash Provided by Financing Activities                        281,880                 117,135
                                                                ---------------         ---------------
INCREASE (DECREASE) IN CASH                                               9,118                  (4,457)

CASH, BEGINNING OF PERIOD                                                 3,614                   8,071
                                                                ---------------         ---------------
CASH, END OF PERIOD                                             $        12,732         $         3,614
                                                                ===============         ===============
</TABLE>

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

                                      F-8

<PAGE>

                   MOTORSPORTS EMPORIUM, INC. AND SUBSIDIARY
                            (FORMERLY TEN STIX, INC.)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                  For the Years Ended
                                                                                      December 31,
                                                                        ---------------------------------------
                                                                              2004                    2003
                                                                        ---------------         ---------------
<S>                                                                     <C>                     <C>
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

   Cash paid for interest                                               $         3,190         $         3,190
   Cash paid for income taxes                                           $             -         $             -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Common stock issued for services                                     $       793,236         $        91,850
   Common stock issued for extinguishment of debt-related party         $        16,150         $             -
   Common stock issued for intangible assets                            $        25,480         $             -
   Preferred stock issued for conversion of note payable                $        15,000         $             -
   Gain on disposal of Tex-Stix Gaming                                  $       289,659         $             -
   Common stock issued for prepaid services                             $        36,600         $             -
</TABLE>




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

                                      F-9

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Business

          Motorsports Emporium, Inc. (formerly Ten Stix, Inc.) ("The Company")
          was incorporated on January 10, 1996 under the laws of the State of
          Colorado. During 2004, the Company changed its name and stock-trading
          symbol to Motorsports Emporium, Inc. and MSEP, respectively. On
          February 6, 2004, Ten Stix Gaming, Inc., a wholly owned subsidiary of
          the Company was formed. On November 10, 2004, the Company formed
          Scottsdale Diecast, Inc., a wholly owned subsidiary. The Company
          divested its efforts to market and develop unique card and other
          gaming products for the gaming industry by spinning off Ten Stix
          Gaming, Inc. (See Note 5)

          During 2004, and through its wholly-owned subsidiary, Scottsdale
          Diecast, Inc., the Company purchased certain assets from Scalecars
          Ltd. In exchange for the website www.scalecars.com, inventory items,
          customer lists, and furniture and fixtures at its retail location in
          Scottsdale, Arizona, the Company issued 4,900,000 shares of common
          stock and entered into a note payable for approximately $166,920. As a
          result of this purchase, the Company is now devoted to selling die
          cast scale cars and motor sports accessories.

          b.   Concentrations of Credit Risk

          The Company maintains all cash in deposit accounts, which at times may
          exceed federally insured limits.

          c.   Reclassification

          Certain amounts reported in the Company's financial statements for the
          period ended December 31, 2003 have been reclassified to conform to
          the current period presentations.

          d.   Cash and Cash Equivalents

          Cash and cash equivalents include cash on hand and investments with
          original maturities of three months or less.

          e.   Prepaid Expenses

          Prepaid expenses consist of prepaid advertising and promotion
          expenses. These expenses are being amortized over the 90 day life of
          the contract.

                                      F-10

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          f.   Inventory

          Inventory is valued at the lower of cost or market and consists of
          replacement and repair parts. At December 31, 2004, the inventory was
          made up of die cast scale cars and motor sports accessories.

          g.   Equipment

          As a result of the spin off of the Company's wholly owned subsidiary
          Ten Stix Gaming, Inc., the Company no longer holds any of the
          equipment it held at December 31, 2003. Depreciation expense for 2004
          was for the portion of the year the Company still retained title the
          equipment. Total depreciation expense was $44,898 and $49,153 for the
          years ended December 31, 2004 and 2003, respectively. The costs and
          accumulated depreciation of assets retired, sold, or otherwise
          disposed of were eliminated from the accounts and any resulting gain
          or loss was credited or charged to income, or applied to equity, as
          appropriate.

          h.   Intangible assets

          Intangible assets consist of a website and costs associated with
          improving the website. The website is being amortized over a three
          year life.

          i.   Impairment Of Long-Lived Assets

          The Company evaluates its long-lived assets in accordance with
          Statement of Financial Accounting Standard No. 144, "Accounting for
          the Impairment or Disposal of Long Lived Assets" by measuring the
          carrying amounts of assets against the estimated undiscounted future
          cash flows associated with them. At the time the carrying value of
          such assets exceeds the fair value of such assets, impairment is
          recognized. To date, no adjustments to the carrying value of the
          assets have been made.

          j.   Advertising Expense

          Other than for the recognition of prepaid advertising and promotional
          expenses as noted above, the Company expenses advertising costs as
          incurred. Advertising expense for the years ended December 31, 2004
          and 2003 was $4,315 and $6,310, respectively.

                                      F-11

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          k.   Revenue Recognition

          Revenues derived from retail sales are recognized when shipped and
          title has passed to the customer. The Company's sales are executed at
          its retail location, through its website, and at certain motor sports
          events.

          l.   Use of Estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosure of contingent assets
          and liabilities at the date of the financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates and assumptions.

          m.   Income Taxes

          Deferred taxes are provided on a liability method whereby deferred tax
          assets are recognized for deductible temporary differences and
          operating loss and tax credit carryforwards and deferred tax
          liabilities are recognized for taxable temporary differences.
          Temporary differences are the differences between the reported amounts
          of assets and liabilities and their tax bases. Deferred tax assets are
          reduced by a valuation allowance when, in the opinion of management,
          it is more likely than not that some portion or all of the deferred
          tax assets will not be realized. Deferred tax assets and liabilities
          are adjusted for the effects of changes in tax laws and rates on the
          date of enactment.

          Net deferred tax assets consist of the following components as of
          December 31, 2004 and 2003.

<TABLE>
<CAPTION>
                                                     2004                    2003
                <S>                             <C>                     <C>
                                                -------------           -------------
                Deferred tax assets:
                 NOL Carryover                  $    (640,138)           $    270,350

                Deferred tax liabilities:
                 Depreciation                               -                 (21,150)

                Valuation allowance                   640,138                (249,200)
                                                -------------           -------------
                Net deferred tax asset          $           -           $           -
                                                =============           =============
</TABLE>

                                      F-12

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          m.   Income Taxes (Continued)

          The income tax provision differs from the amount of income tax
          determined by applying the U.S. federal and state income tax rates of
          39% to pretax income from continuing operations for the years ended
          December 31, 2004 and 2003 due to the following:

<TABLE>
<CAPTION>
                                                             2004                    2003
                <S>                                     <C>                     <C>
                                                        -------------           -------------
                Book income                             $    (659,530)          $    (225,020)
                Stock for services/options expense            302,700                  43,425
                Settlement                                      5,850                       -
                Beneficial conversion                          26,364                       -
                Other                                             247                     562
                Valuation allowance                           324,369                 181,033
                                                        -------------           -------------
                                                        $           -           $           -
                                                        =============           =============
</TABLE>


          At December 31, 2004, the Company had net operating loss carryforwards
          of approximately $1,600,000 that may be offset against future taxable
          income from the year 2004 through 2024. No tax benefit has been
          reported in the December 31, 2004 financial statements since the
          potential tax benefit is offset by a valuation allowance of the same
          amount.

          Due to the change in ownership provisions of the Tax Reform Act of
          1986, net operating loss carryforwards for Federal income tax
          reporting purposes are subject to annual limitations. Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in future years.

          n.   Fair Value of Financial Instruments

          The carrying amounts of cash, accounts payable, accrued expenses, and
          notes payable approximate fair value because of the short maturity of
          these items.

          o.   Earnings Per Common Share

          The computation of basic loss per share of common stock is based on
          the weighted average number of shares outstanding during the period.

                                      F-13

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (FORMERLY TEN STIX, INC.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          p.   Stock-Based Compensation

          As permitted by FASB Statement 148 "Accounting for Stock Based
          Compensation - Transition and Disclosure" (SFAS No. 148), the Company
          elected to measure and record compensation cost relative to employee
          stock option costs in accordance with Accounting Principles Board
          ("APB") Opinion 25, "Accounting for Stock Issued to Employees", and
          related interpretations and make proforma disclosures of net income
          and earning per share as if the fair value method of valuing stock
          options had been applied. Under APB opinion 25, compensation cost is
          recognized stock options granted to employees when the option price is
          less than the market price of the underlying common stock on the date
          of grant.

          During 2004, there were 65,337,500 options issued to employees. All of
          these options were immediately exercised. There were no employee
          options outstanding at December 31, 2004.

          q.   Recently Issued Accounting Pronouncements

          During the year ended December 31, 2004, the Company adopted the
          following accounting pronouncements:

          SFAS No. 123(R) -- In December 2004, the FASB issued SFAS No. 123
          (Revised 2004) (SFAS 123 (R)) "Share-based payment". SFAS 123 (R) will
          require compensation costs related to share-based payment transactions
          to be recognized in the financial statements. With limited exceptions,
          the amount of compensation cost will be measured based on the
          grant-date fair value of the equity or liability instruments issued.
          In addition, liability awards will be re-measured each reporting
          period. Compensation cost will be recognized over the period that an
          employee provides service in exchange for the award. FASB 123 (R)
          replaces FASB 123, Accounting for Stock-Based Compensation and
          supersedes APB option No. 25, Accounting for Stock Issued to
          Employees. This guidance is effective as of the first interim or
          annual reporting period after December 15, 2005 for Small Business
          filers.

          SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting
          for Certain Financial Instruments with Characteristics of both
          Liabilities and Equity" which is effective for financial instruments
          entered into or modified after May 31, 2003, and is otherwise
          effective at the beginning of the first interim period beginning after
          June 15, 2003. This Statement establishes standards for how an issuer
          classifies and measures in its statement of financial position certain
          financial instruments with characteristics of both liabilities and
          equity. It requires that an issuer classify a financial instrument
          that is within its scope as a liability (or an asset in some
          circumstances) because that financial instrument embodies an
          obligation of the issuer. The adoption of SFAS No.150 did not have a
          material effect on the financial statements of the Company.

                                      F-14

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 -  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          q.   Recently Issued Accounting Pronouncements (Continued)

          SFAS No. 151 -- In November 2004, the FASB issued SFAS No. 151 (SFAS
          151), "Inventory Costs". SFAS 151 amends ARB No. 43, Chapter 4. This
          statement clarifies the accounting for abnormal amounts of idle
          facility expense, freight, handling costs, and wasted material
          (spoilage). SFAS 151 is the result of a broader effort by the FASB and
          the IASB to improve financial reporting by eliminating certain narrow
          differences between their existing accounting standards. This
          statement is effective for inventory costs incurred during fiscal
          years beginning after June 15, 2005. The adoption of SFAS 151 will not
          have a material impact on the results of operations or financial
          position of the company as it does not have inventory.

          SFAS No. 153 -- In December 2004, the FASB issued SFAS No. 153 (SFAS
          153) "Exchange of Non-monetary assets". This statement was a result of
          a joint effort by the FASB and the IASB to improve financial reporting
          by eliminating certain narrow differences between their existing
          accounting standards. One such difference was the exception from fair
          value measurement in APB Opinion No. 29, Accounting for Non-Monetary
          Transactions, for non-monetary exchanges of similar productive assets.
          SFAS 153 replaces this exception with a general exception from fair
          value measurement for exchanges of non-monetary assets that do not
          have commercial substance. A non-monetary exchange has commercial
          substance if the future cash flows of the entity are expected to
          change significantly as a result of the exchange. This statement is
          effective for non-monetary assets exchanges occurring in fiscal
          periods beginning after June 15, 2005. The adoption of SFAS 153 will
          not have a material effect on the Company's financial position or
          results of operations.

          FASB Interpretation No. 46(R) -- In January 2003, the FASB issued FASB
          Interpretation No. 46 "Consolidation of Variable Interest Entities."
          FIN 46 provides guidance on the identification of entities for which
          control is achieved through means other than through voting rights,
          variable interest entities, and how to determine when and which
          business enterprises should consolidate variable interest entities.
          This interpretation applies immediately to variable interest entities
          created after January 31, 2003. It applies in the first fiscal year or
          interim period beginning after June 15, 2003, to variable interest
          entities in which an enterprise holds a variable interest that it
          acquired before February 1, 2003. The adoption of FIN 46 did not have
          a material impact on the Company's financial statements.

                                      F-15

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 2 -  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 $3,164,481 and a working
          capital deficit of $528,986 as of December 31, 2004.

          The Company has developed a strategic expansion plan for 2005.
          Entering motor sports events, upgrading its website, increased
          advertising, and obtaining licensing agreements with professional race
          drivers are all a part of this strategic plan. Management believes
          that through its strategic plan, minimal amounts of cash outlay will
          produce substantial 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 3 -  EQUIPMENT

          Equipment consists of the following:
                                                                 December 31,
                                                                     2004
                                                                -------------
                Furniture, fixtures and equipment               $       8,124
                                                                -------------
                Total Equipment                                         8,124
                                                                -------------
                Less accumulated depreciation                               -
                                                                -------------
                Net Equipment                                   $       8,124
                                                                =============

          Depreciation expense for continuing operations for the years ended
          December 31, 2004 and 2003 was $0 and $0, respectively.

                                      F-16

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 4 -  INTANGIBLE ASSETS

          Intangible assets consists of the following:
                                                                 December 31,
                                                                     2004
                                                                -------------
                Prepaid Expenses                                $      28,180
                                                                -------------
                Less accumulated amortization                            (917)
                                                                -------------
                                                                $      27,263
                                                                =============

          Amortization expense from continuing operations for year ended
          December 31, 2004 was $917.

          As a part of the purchase of Scalecars.com, the company issued
          4,900,000 shares of common stock, with a market value of $25,480. The
          value of these shares was attributed to the website obtained by the
          Company. Capital expenditures have increased the value of this
          website. Both the website and the improvements to it are being
          amortized over a three year life.

NOTE 5 -  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.

                                      F-17

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                                December 31, 2004

NOTE 5 -  DISCONTINUED OPERATIONS (Continued)

          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
          years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                         For the Years Ended
                                                                             December 31,
                                                                ---------------------------------------
                                                                      2004                    2003
                                                                ---------------         ---------------
                  <S>                                           <C>                     <C>
                  REVENUES

                    Net Sales                                   $        90,435         $        94,981
                                                                ---------------         ---------------
                  EXPENSES

                    Total Expenses                                   (1,163,902)               (563,002)
                                                                ---------------         ---------------
                  OPERATING LOSS                                     (1,073,467)               (468,021)
                                                                ---------------         ---------------
                  OTHER INCOME (EXPENSE)

                    Other Income                                              -                   2,948
                    Interest expense                                    (55,758)               (111,909)
                                                                 ---------------         ---------------
                      Net Other Income (Expense)                        (55,758)               (108,961)
                                                                ---------------         ---------------
                  LOSS FROM DISCONTINUED OPERATIONS             $    (1,129,225)        $      (576,982)
                                                                ===============         ===============
</TABLE>


NOTE 6 -  NOTES PAYABLE

          1)   Note payable to services provider bearing
               interest at zero (0)% per annum, requiring
               monthly payments of $2,783, unsecured                   $  8,347

          2)   Notes payable to individual, bearing interest
               at 12% per annum, due on demand, unsecured
               convertible into Series B preferred stock at
               $0.05 per share, beneficial conversion feature
               of $7,262 recognized immediately                           7,600
                                                                       --------
                        Subtotal                                       $ 15,947
                                                                       --------
                                      F-18

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                                December 31, 2004

NOTE 6 -  NOTES PAYABLE (Continued)

                        Balance forward                                $ 15,947

          3)   Note payable to individual, bearing interest
               at 20% per annum, due on demand, unsecured                 5,000

          4)   Note payable to equity capital, bearing
               interest at 8% per annum, due June 30, 2005,
               unsecured, convertible into shares of common
               stock at a 20% discount. Beneficial conversion
               feature of $46,250 recognized immediately                185,000

          5)   Note payable to individual, bearing interest
               at zero (0)%, due on demand, unsecured                    14,500

          6)   Note payable to Damascus Group, LLC, bearing
               interest at zero (0)%, due on demand, unsecured           62,000

          7)   Note payable to shareholder, due February 16, 2006,
               interest imputed at 8.00% per annum, for payments
               of $7,500 due quarterly and the balance due on the
               due date, unsecured, net of discount of $14,125          152,795
                                                                       --------
                                                                        435,242

                        Less current portion                           (310,865)
                                                                       --------
                        Long term portion                              $124,377
                                                                       ========
          Future maturities of long term debt are as follows:

                           Year Ended
                          December 31,
                         ------------
                             2005                                      $310,865
                             2006                                       124,397
                                                                      ---------
                                                                       $435,242
                                                                      =========
          Notes 2, 5, 6 and 7 are considered to be due to shareholders.

                                       F-19

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                                December 31, 2004

NOTE 7 -  STOCKHOLDERS' EQUITY

          Preferred Stock
          ---------------

          Each share of Preferred A Series stock may be converted into 200
          shares of common stock. No dividend has been designated to preferred
          shares. During 2004, the par value of the Preferred Series A was
          changed from $0.01 per share to $250 per share.

          During 2004 the Company established Preferred Series B stock. The
          holders of Series B Preferred Stock shall be entitled to receive
          cumulative dividends at the rate of ten percent (10%) per annum on the
          face value ($.05 per share). All dividends when paid shall be payable
          in cash unless any holder of the Series B Preferred Stock elects to
          have the dividends paid in shares of the Series B Preferred Stock.
          Each share of Preferred Series B Stock can be converted into common
          stock. The rate at which they can be converted is determined by
          dividing the face value plus the amount of any accrued but unpaid fees
          thereon by $0.0005. No dividends had been declared by the Company at
          December 31, 2004.

NOTE 8 -  RELATED PARTY TRANSACTIONS

          The Company obtained loans from stockholders in the amounts of
          approximately $7,600 and $5,500 during 2004 and 2003, respectively.
          The notes entered into during 2004 are interest bearing and two of
          them may be converted into Preferred Series B Stock at a conversion
          rate of $0.05 per share. The Company recognized beneficial conversion
          feature of $7,262 associated with these loans.

          At December 31, 2004, the Company has accrued approximately $159,000
          due to related parties including the Company's Chief Executive
          Officer. This balance has been accrued for consulting services
          provided by to the Company. The amount due to the Chief Executive
          Officer relates to services he provided prior to becoming Chief
          Executive Officer.

NOTE 9 -  COMMITEMENTS AND CONTINGENCIES

          Consulting Agreement
          --------------------

          During August 2004, the Company entered into a consulting agreement
          with one of its shareholders. The consulting agreement calls for
          payments of $10,000 per month and is valid through July 2005.

                                      F-20

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                                December 31, 2004

NOTE 9 -  COMMITEMENTS AND CONTINGENCIES (Continued)

          Litigation
          ----------

          During 2003, Rapid Funding, LLC, brought a Lawsuit against the
          Company's Chief Executive and Chief Financial Officers (collectively,
          the "Defendants") as a result of a guarantee of third party
          debt through the use of substantially all of the Defendants personally
          held common stock of the Company. On April 5, 2004 Rapid Funding and
          the Defendants entered into the Stipulation in an effort to settle the
          Lawsuit. On April 6, 2004 the Jefferson County, Colorado, District
          Court entered the Order approving the Stipulation.

          As of September 30, 2004, the Company has complied with all aspects of
          the stipulation. During July 2004, the Company paid the settlement
          amount of $200,000. The Company recorded a loss of $200,000 and
          received 36,962,100 shares back.

NOTE 10 - STOCK OPTIONS

          A summary of the status of the Company's outstanding stock options as
          of December 31, 2004 and December 31, 2003 and changes during the
          periods then ended is presented below:

<TABLE>
<CAPTION>
                                                   September 30, 2004              December 31, 2003
                                                -------------------------       -------------------------
                                                Average                         Average
                                                Shares         Price            Shares         Price
                <S>                             <C>            <C>              <C>            <C>
                                                ----------     ----------       ----------     ----------
                Outstanding, beginning of
                 year                                    -     $        -                -     $        -
                Granted                         65,337,500           0.01                -              -
                Expired/Cancelled                        -              -                -              -
                Exercised                      (65,337,500)          0.01                -              -

                Outstanding end of period                -     $        -                -     $        -

                Exercisable                              -     $        -                -     $        -
</TABLE>


                                      F-21

<PAGE>

                           MOTORSPORTS EMPORIUM, INC.
                            (Formerly Ten Stix, Inc.)
                 Notes to the Consolidated Financial Statements
                                December 31, 2004

NOTE 11 - SUBSEQUENT EVENTS

          Subsequent to December 31, 2004, the Company issued 6,100,000 shares
          of common stock for services rendered.

          During January 2005, the Company issued 16,000,000 options to
          employees as governed by the Employee Stock Incentive Plan No. 3.

          During February 2005, the Company issued 10,500,000 options to
          employees as governed by the Employee Stock Incentive Plan No. 3.

          In consideration for debt owed by the Company to its CEO, the Company
          issued 4,100,000 shares of restricted stock subsequent to December 31,
          2004.

          In connection with its strategic plan, during March 2005 the Company
          launched a new division called DriversDigs.com. This website is
          dedicated to selling original equipment worn by participating race
          drivers.

                                      F-22