Securities and Exchange Commission
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 2012
MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (888) 967-5552
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Motor Sport Country Club Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K (the “Form 8-K Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 20, 2012 to address and clarify certain information disclosed in the original Form 8-K Filing. This Amendment amends and restates in its entirety Item 4.02 of the original Form 8-K Filing and Exhibit 99.1 filed therewith.
Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the original Form 8-K Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the original Form 8-K Filing and the Company’s other filings with the SEC.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 13, 2012, management of Motor Sport Country Club Holdings, Inc. (the “Company” or “we”), after discussion with our Board of Directors, determined that previously issued financial statements for the fourth quarter and fiscal year ended December 31, 2010 and the first three quarters of fiscal year 2011 should be restated to correct timing errors in our accounting for expenses associated with non-cash stock issuances and accounts payable. Accordingly, our previously issued financial statements for the fiscal year ended December 31, 2010 contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the first three quarters of 2011 and any related earnings press releases and similar communications should no longer be relied upon. Our Chief Executive Officer has discussed these matters with our independent auditors and we have a received a letter from our independent auditors stating that they have received a copy of, and are in agreement with, the statements made under this Item 4.02 of Form 8-K.
Specifically, in the course of our independent auditors’ audit of the Company for the fiscal year ended December 31, 2011, we determined that shares issued to Rob Newson, a former (and now deceased) executive officer of the Company, were issued in the fourth quarter of 2010 in connection with Mr. Newson’s employment agreement, resulting in stock-based compensation of $180,000. As a result our actual shares outstanding as of December 31, 2010 were 1,500,000 shares higher than the number that was reported. In addition, our independent auditors identified certain invoices that were recorded in the first quarter of 2011 that should have been accrued in the fourth quarter of 2010. These invoices totaling approximately $20,000 for professional fees constituted accounts payable as of December 31, 2010. Together, the stock compensation expense ($180,000) and professional fees (approximately $20,000) would increase by approximately $200,000 the Company’s fiscal year 2010 net operating loss. We will be amending our Quarterly Reports on Form 10-Q for the first two quarters of 2011 and our Annual Report on Form 10-K for 2010 to reflect the foregoing as well as corrections to the timing of reporting of certain professional fees, including a settlement incorrectly allocated to the second quarter of 2011 for services rendered in the first quarter of that year. We will also be amending our Quarterly Report on Form 10-Q for the third quarter of 2011 to reflect the issuance of 10,000,000 shares to Perpetual Industries, Inc. in connection with the license agreement we previously reported.
As of the date of this report, the Company and its independent registered public accounting firm are continuing to review these issues. Accordingly, the financial statements referred to above as well as for the fiscal year ended December 31, 2011 are not finalized. As such, additional changes or adjustments could arise.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.