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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

 

 

x

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2011

 

 

¨

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number 000-31683

 

MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.

(Name of Registrant as specified in its charter)

 

Nevada

98-0230423

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

 

11100 W. 8th Avenue, Suite 200

 

Lakewood, CO

80215

(Address of principal executive office)

(Zip Code)

 

Issuer’s telephone number: (888) 967-5552

 

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 30, 2011:

 

Common Stock, par value $0.001 per share; 23,858,845


 

 

 

 

Explanatory Note

 

The purpose of this Amendment No. 1 (the “Amendment”) to Motor Sport Country Club Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 18, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

  

Item 6.

Exhibits

 

 

Number

 

Description

31.1

 

Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.*

 

 

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.*

 

101.INS

 

Xbrl Instance Document**

 

 

 

101.SCH

 

Xbrl Taxonomy Extension Schema Document**

 

 

 

101.CAL

 

Xbrl Taxonomy Extension Calculation Linkbase Document**

 

 

 

101.DEF

 

Xbrl Taxonomy Extension Definition Linkbase Document**

 

 

 

101.LAB

 

Xbrl Taxonomy Extension Labels Linkbase Document**

 

 

 

101.PRE

 

Xbrl Taxonomy Extension Presentation Linkbase  Document**

                      

___________________

*           These exhibits were previously included or incorporated by reference in Motor Sport Country Club Holdings, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 18, 2011.

 

 **          The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.

 

 

 

 

 

Dated: August __, 2011

By:

/s/ Claus Wagner

 

 

 

Name: Claus Wagner

 

 

 

Title: Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)