UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM 10-Q**

 

 

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

 

**For the quarterly period ended September 30, 2011**

 

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

 

Commission File Number 000-27189

 

**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 whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.

     Yes x No  ̈

 

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

 

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-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       ̈           | Accelerated  filer                                   ̈ |
|------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Non-accelerated  filer         ̈ | Smaller reporting  company                 x                                                                                                    |
| (Do not check if a smaller  reporting company)                               |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).

     Yes  ̈ No x

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of September30, 2011:

 

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

 

1

----

 

**MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.**

 

**FORM 10-Q**

 

**TABLE OF CONTENTS**

 

|                                          | Page                                                                                                                  |
|-----------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|
| **PART  I.  FINANCIAL INFORMATION** |                                                                                                                  |
|                                          |                                                                                                                  |   |
| Item 1.                                       | Financial Statements  (unaudited)                                                                                     |   |
|                                          |                                                                                                                  |   |
|                                          | Balance Sheets – September  30, 2011 and December 31, 2010                                                      | 3 |
|                                          |                                                                                                                  |   |
|                                          | Statements of Operations -  for the three and nine months ended September 30, 2011 and 2010                           | 4 |
|                                          |                                                                                                                  |   |
|                                          | StStatements  of Changes in Stockholder’s Equity (Capital Deficit) – Inception to September  30, 2011     | 5 |
|                                          |                                                                                                                  |   |
|                                          | Statements of Cash Flows -  for the ninemonths ended September 30, 2011 and 2010 and inception to  September 30, 2011 | 6 |
|                                          |                                                                                                                  |   |
|                                          | Notes to Unaudited  Financial Statements                                                                              | 7 |
|                                          |                                                                                                                  |   |
| Item 2.                                       | Management’s Discussion and  Analysis of Principal Condition and Operations                                     | 10 |
|                                          |                                                                                                                  |   |
| Item 3.                                       | Quantitative and  Qualitative Disclosures About Market Risk                                                           | 15 |
|                                          |                                                                                                                  |   |
| Item 4.                                       | Controls and Procedures                                                                                               | 15 |
|                                          |                                                                                                                  |   |
| **PART II.**                                  | **OTHER INFORMATION**                                                                                                 |    |
|                                          |                                                                                                                  |   |
| Item 1.                                       | Legal Proceedings                                                                                                     | 15 |
|                                          |                                                                                                                  |   |
| Item 1A.                                      | Risk Factors                                                                                                          | 16 |
|                                          |                                                                                                                  |   |
| Item 2.                                       | Unregistered Sales of  Equity Securities and Use of Proceeds                                                          | 16 |
|                                          |                                                                                                                  |   |
| Item 3.                                       | Defaults upon Senior  Securities                                                                                      | 16 |
|                                          |                                                                                                                  |   |
| Item 4.                                       | (REMOVED AND RESERVED)                                                                                                | 16 |
|                                          |                                                                                                                  |   |
| Item 5.                                       | Other Information                                                                                                     | 16 |
|                                          |                                                                                                                  |   |
| Item 6.                                       | Exhibits                                                                                                              | 16 |
|                                          |                                                                                                                  |   |
| **SIGNATURES**                                | 17                                                                                                                    |

 

 

** **

 

 

 

 

**ITEM 1 - NOTES TOFINANCIAL STATEMENTS**

** **

**Basis of Presentation**

The accompanying, unaudited,condensed financial statements are presented in accordance with generallyaccepted accounting principles (“GAAP”) in the United States for interimfinancial information, and instructions to the Quarterly Report on Form 10-Q.

 

In the opinion of management,these unaudited financial statements reflect a fair statement of the results ofoperations and financial condition of the Company for the periods and at thedates presented. The operating results for interim periods are not necessarilyindicative of results that may be expected for any other interim period or forthe full year. Reference should be made to the financial statements contained inour Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 Form10-K Report”).

**Company organization andhistory**

The Company was incorporated in the state of Nevada onJanuary 25, 2000 under the name “Rolltech, Inc.”  On October 9, 2003, theCompany filed an amendment to its articles of incorporation changing its namefrom “Rolltech, Inc.” to “Victoria Industries, Inc.”  On May 17, 2010, the Company entered into and closed amembership interest purchase agreement (“Exchange Agreement”) among theCompany, Motorsports Country Club LLC, a Colorado limited liability company(“MSCC”) and the unitholders of MSCC (the “MSCCUnitholders”).  Pursuant to the terms of the Exchange Agreement, allof the issued and outstanding membership interests of MSCC were exchanged for20,800,000 shares of the Company’s common stock (the “Exchange”), representing87.18% of our outstanding shares following the consummation of the transactionscontemplated by the Exchange Agreement and the Purchase Agreement (as describedbelow).  As a result of the transaction, MSCC became our wholly-ownedsubsidiary, with MSCC’s former unitholders acquiring a majority of theoutstanding shares of our common stock.  On May 27, 2010, the Company filedarticles of merger with the Secretary of State of the State of Nevada changingthe Company’s name from “Victoria Industries, Inc.” to “Motor Sport CountryClub Holdings, Inc.”  This corporate action was approved by FINRA andtook effect at the open of business on October 21, 2010. 

 

License Agreement withPerpetual Industries, Inc.

 

On July 31, 2011, the Companyentered into an exclusive master license agreement for XYO Technology withinthe automotive industry (the “Agreement”) with Perpetual Industries Inc., aNevada corporation (“Perpetual”) pursuant to which the Company will haveexclusive rights in and to technology for the manufacture and use of certainproducts which utilize an automatic balancing system suitable in the balancingand stabilization of rotating systems (“XYO Technology”) in the automotiveindustry and (ii) rights with respect to the marketing, use, distribution andsublicense of such products utilizing the XYO Technology, including the XYORacing Brand, in the automotive industry. The License Agreement shall have aninitial term ending on July 31, 2021, unless terminated by either party forcause. In consideration for the grant of the exclusive license, the Companyagreed to provide Perpetual with the following (i) a non-refundable cash fee of$500,000, contingent upon the Company raising at least $1,000,000 throughofferings of its equity and/or debt securities after the date of the Agreement,(ii) 10,000,000 shares of the Company’s common stock and (iii) royalties on thesale of any products which utilize the XYO Technology in accordance with thefollowing schedule:

 

 

 

The number of fulltimeemployees of the Company as at September 30, 2011 and December 31, 2010amounted to 1 employee.

 

**Going concern*****–*** The Company is a development stage company. Theability of the Company to meet its obligations is dependent on being able toraise the necessary financing to continue with the development of the company.The Company's financial statements have been presented on the basis that it isa going concern, which contemplates the realization of assets and satisfactionof liabilities in the normal course of business. Management remains committedto funding the exploration of the development phase of the Company throughfinancing from related parties as has occurred during the course of this year.To implement its business plan, Management is currently seeking additionalsources of permanent equity and/or debt capital.

 

*DevelopmentStage Company*

                

TheCompany is considered to be in the development stage as defined in ASC 915, “*Accounting and Reporting byDevelopment Stage Enterprises*”. The Company has devoted substantiallyall of its efforts to the corporate formation and the developing of the plansto bring the land they have an option on to its intended use.

** **

 

*IncomeTaxes*

             

Wefollow FASB pronouncements governing *Accounting for Income Taxes*.Deferred income taxes reflect the net effect of (a) temporary differencebetween carrying amounts of assets and liabilities for financial purposes andthe amounts used for income tax reporting purposes, and (b) net operating losscarryforwards. No net provision for income tax has been made in theaccompanying statement of operations because no recoverable taxes were paidpreviously. Similarly, no deferred tax asset attributable to the net operatingloss carryforward has been recognized, as it is not deemed likely to berealized.

 

** **

** **

** **

** **

** **

** **

** **

** **

** **

** **

** **

**ITEM1 - NOTES TO FINANCIAL STATEMENTS (CONT.)**

 

Theprovision for refundable income tax consists of the following:

 

Asof 9/30/11, we had a net operating loss carryover approximating $2,451,000,which will expire beginning in 2020. However, provisions of the InternalRevenue Code limit significantly that amount of that carryover that will beavailable, due to the change in control of the Company. There is no assurancethat the Company will ever benefit from the net operating loss carryover. 

 

 

**SHORT TERM LOANS**

 

Short-term loans as ofSeptember 30, 2011 in a total amount of $457,575 represent one non-interestbearing note payable to Claus Wagner, the Company’s majority shareholder inorder to finance certain administrative expenses. 

** **

 

**RELATED PARTIES**

Related parties includeshareholders, affiliates and entities under common ownership, over which theCompany has the ability to exercise a significant influence and/or control.

 

Transactions with relatedparties are performed on terms that may differ from those that would beavailable to unrelated parties.

 

Short-term loans from relatedparties as of September 30, 2011 total $457,575 and represent one non-interestbearing note payable to Claus Wagner, the Company’s majority shareholder inorder to finance certain administrative expenses. 

  

 

 

 

 

 

**SUBSEQUENT EVENTS**

 

**None**

** **

 

**ITEM 2 -****Management’s Discussionand Analysis of Financial Condition and Results of Operations.**

** **

*ThisManagement's Discussion and Analysis of Financial Condition and Results ofOperations includes a number of forward-looking statements that reflectManagement's current views with respect to future events and financial performance. You can identify thesestatements by forward-looking words such as “may,” “will,” “expect,”“anticipate,” “believe,” “estimate” and “continue,” or similarwords.  Those statements include statements regarding the intent,belief or current expectations of us and members of our management team as wellas the assumptions on which such statements are based. Prospective investorsare cautioned that any such forward-looking statements are not guarantees offuture performance and involve risk and uncertainties, and that actual resultsmay differ materially from those contemplated by such forward-lookingstatements.*

 

*Readersare urged to carefully review and consider the various disclosures made by usin this report and in our other reports filed with the Securities and ExchangeCommission. The following Management’s Discussion and Analysis of FinancialCondition and Results of Operations of the Company should be read inconjunction with the Consolidated Financial Statements and notes relatedthereto included in this Quarterly Report on Form 10-Q. Important factorscurrently known to Management could cause actual results to differ materiallyfrom those in forward-looking statements. We undertake no obligation to updateor revise forward-looking statements to reflect changed assumptions, theoccurrence of unanticipated events or changes in the future operating resultsover time. We believe that our assumptions are based upon reasonable dataderived from and known about our business and operations. No assurances aremade that actual results of operations or the results of our future activitieswill not differ materially from our assumptions. Factors that could causedifferences include, but are not limited to, expected market demand for ourproducts, fluctuations in pricing for materials, and competition.*

** **

**Recent Developments**

** **

License Agreement withPerpetual Industries, Inc.

 

On July 31, 2011, the Companyentered into an exclusive master license agreement for XYO Technology withinthe automotive industry (the “Agreement”) with Perpetual Industries Inc., aNevada corporation (“Perpetual”) pursuant to which the Company will haveexclusive rights in and to technology for the manufacture and use of certainproducts which utilize an automatic balancing system suitable in the balancingand stabilization of rotating systems (“XYO Technology”) in the automotiveindustry and (ii) rights with respect to the marketing, use, distribution andsublicense of such products utilizing the XYO Technology, including the XYORacing Brand, in the automotive industry. The License Agreement shall have aninitial term ending on July 31, 2021, unless terminated by either party forcause. In consideration for the grant of the exclusive license, the Companyagreed to provide Perpetual with the following (i) a non-refundable cash fee of$500,000, contingent upon the Company raising at least $1,000,000 throughofferings of its equity and/or debt securities after the date of the Agreement,(ii) 10,000,000 shares of the Company’s common stock and (iii) royalties on thesale of any products which utilize the XYO Technology in accordance with thefollowing schedule:

 

 

 

Exchange Agreement

 

On May 17, 2010, the Companyentered into and closed a membership interest purchase agreement (“ExchangeAgreement”) among the Company, Motorsports Country Club LLC, a Colorado limitedliability company (“MSCC”) and the unitholders of MSCC (the “MSCCUnitholders”).  Pursuant to the terms of the Exchange Agreement, allof the issued and outstanding membership interests of MSCC were exchanged for20,800,000 shares of the Company’s common stock (the “Exchange”), representing87.18% of our outstanding shares following the consummation of the transactionscontemplated by the Exchange Agreement and the Purchase Agreement (as describedbelow).  As a result of the transaction, MSCC became our wholly-ownedsubsidiary, with MSCC’s former unitholders acquiring a majority of theoutstanding shares of our common stock.

 

In connection with theacquisition of MSCC, on May 17, 2010, Oleg Batratchenko resigned as our chiefexecutive officer, effective immediately and we appointed (i) Mr. Claus Wagneras our Chief Executive Officer and director and (ii) Mr. Robert Newson as ourpresident and chief operating officer. Upon the expiration of the 10-day periodfollowing the delivery and/or mailing of the Schedule 14f-1 InformationStatement to our stockholders in compliance with the provisions of Section14(f) of the Act and Rule 14(f)-1 thereunder, the resignation of Mr.Batratchenko as a director of our Board, and the appointment of Robert Newson, PatrickR. McDonald, Richard P. Dutkiewicz and John Henry Schlie as members of ourboard of directors will also become effective.

In connection with the Exchange Agreement, onApril 9, 2010, the Sellers, the Company, Motorsports Country Club LLC (“MSCC”)and Jody M. Walker, Attorney at Law (“Stock Escrow Agent”) entered into thatcertain stock escrow agreement and agreement to cancel shares (“EscrowAgreement”) pursuant to which upon consummation of the Exchange Agreement, theSellers (as defined below) returned for cancellation 7,499,991 shares of commonstock of the Company.

 

 

**Overview**

 

The Company was incorporated in the state of Nevada onJanuary 25, 2000 under the name “Rolltech, Inc.”  On October 9, 2003, theCompany filed an amendment to its articles of incorporation changing its namefrom “Rolltech, Inc.” to “Victoria Industries, Inc.”  On May 17, 2010, the Company entered into and closed amembership interest purchase agreement (“Exchange Agreement”) among theCompany, Motorsports Country Club LLC, a Colorado limited liability company(“MSCC”) and the unitholders of MSCC (the “MSCCUnitholders”).  Pursuant to the terms of the Exchange Agreement, allof the issued and outstanding membership interests of MSCC were exchanged for20,800,000 shares of the Company’s common stock (the “Exchange”), representing87.18% of our outstanding shares following the consummation of the transactionscontemplated by the Exchange Agreement and the Purchase Agreement (as describedbelow).  As a result of the transaction, MSCC became our wholly-ownedsubsidiary, with MSCC’s former unitholders acquiring a majority of theoutstanding shares of our common stock.  On May 27, 2010, the Company filedarticles of merger with the Secretary of State of the State of Nevada changing theCompany’s name from “Victoria Industries, Inc.” to “Motor Sport Country ClubHoldings, Inc.”  This corporate action was approved by FINRA and tookeffect at the open of business on October 21, 2010. 

 

The number of fulltimeemployees of the Company as at September 30, 2011 and December 31, 2010amounted to 1 employee.

 

 

MSCC was formed toinvestigate the feasibility, the desirability and construction of a luxuriousmotor sport schemed destination resort. Upon due diligence, MSCC identifiedvarious sites for the planned projects throughout the world. In June 2007, justprior to MSCC being formed, the sole member of MSCC contracted to acquire aparcel of land totaling 2,600 acres outside of Denver, Colorado. In March 2010,the land option which was expired was extended through December 2010. This landoption contract was not renewed in 2010, as management felt that the nature ofthe real estate market did not require continued maintenance of the land optioncontract to secure the land. MSCC has obtained full planning permits andother permissions for the resort master plan, excluding specific permissionsfor the residential unit component.

 

MSCCcontemplates that revenue will be derived from the following sources:

 

| · | Initiation fees and annual  dues – Rather than having to wait for a track event being organized by a

car club, track time will  be available to be booked online or via a call to the track concierge.  Members will essentially have unlimited track time. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| · | Non-member track rentals –  Non-member track rental will be available but will be very limited. |
|--------|-------------------------------------------------------------------------------------------------------|

 

| · | Garage rental and sales – A  number of members will have dedicated track cars that they will opt to leave  at the club. Many race teams need to rent garage space to service their cars  and for storage. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| · | Residence rentals and sales  – Members and their guests will likely stay at the resort for several days. A  residence club is planned to accommodate their needs. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| · | Other sources – Revenue  will include sales generated by the driving school, service garage, pro shop,  restaurants, and lodging. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|

 

| · | Land sales – The Company  has planned more than 1,000 acres designated for home sites, and an exclusive  residential community. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------|

 

| · | Events – The Company  anticipates that the club will bring in a major series event, as well as  automobile manufacturers having launch events. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|

 

** **

Management believes that thefocus of our operations will be on the construction of a luxurious motor sportdestination resort.

 

Thus far, our focus has beenon initial corporate formation and capitalization, the acquisition of theoption to purchase land in Colorado and the development of our business plan.We plan the operations for the remainder of 2011 to be focused on thedevelopment of our race track. The completion of this task will requireadditional capital beyond what we currently have on hand.

  

For the next twelve months,we expect to pursue the implementation of our business plan, the building ofour race track and the development and marketing of the resort and membershipin our club. Our current cash position is not sufficient to fund our cashrequirements during the next twelve months, including operations and capitalexpenditures. We intend to seek joint ventures or obtain equity and/or debtfinancing to support our current and proposed operations and capitalexpenditures. We cannot assure that continued funding will be available.

 

Our future financial resultswill depend primarily on our ability to (1) fully implement our business plan,(2) develop our race track and resort (3) generate revenue from membershipinterests and (4) develop our brand awareness. We cannot assure that we will besuccessful in any of these activities.

 

Results of Operations

 

For the three month periodsended September30 , 2011 and 2010, the Company showed a net loss of $65,411 and$127,476, respectively. The decrease betweenthe corresponding fiscal periods is primarily related to more focused activityin exploration of the business plan, decreased sales, general andadministrative expenses and advertising and promotion expense.

 

Revenues

 

Revenues for the three monthsended September 30, 2011 and 2010 were $-0- and $-0-, respectively, reflectingour startup nature.

 

 

Gross Profit

 

Gross Profit for the threemonths ended September 30, 2011 and 2010 were $-0- and $-0-, respectively,reflecting our startup nature.

 

Operating Expenses

 

Operating expenses for thethree months ended September 30, 2011 and 2010 were $65,411 and $127,476,respectively. Operating expenses for the three months ended September 30, 2011consisted of wage and professional fees in the amount of $61,678 and generaland administrative expenses in the amount of $3,733.  Operatingexpenses for the three months ended September 30, 2010 consisted of wage andprofessional fees in the amount of $122,767, general and administrative expensesin the amount of $3,290 and advertising and promotion expenses in the amount of$1,420.  The decrease between the corresponding fiscal periods isprimarily related to more focused activity in exploration of the business planand decreased sales, general and administrative expense and advertising andpromotion.

 

Net Loss

 

Our net losses for the threemonth periods ended September 30, 2011 and 2010 amounted to $65,411 and  $127,476,respectively, reflecting our startup nature.

 

** **

** **

**Liquidity and CapitalResources**

 

At September 30, 2011, we had working capital deficitof approximately $750,525, which consisted of current assets of approximately$35,600and current liabilities of $786,125.  We plan to continue toprovide for our capital needs by loans from the Company’s majority shareholderas we pursue issuing debt or equity securities.

 

***Net cash provided by operating activities***

 

Net cash generatedin operating activities was $2,863 for the nine months ended September 30,2011 as compared to cash used in operating activities of $171,365 for the ninemonths ended September 30, 2010.  Thedecrease between the corresponding fiscal periods is primarily related to morefocused activity in exploration of the business plan and decreased sales,general and administrative expenses and advertising and promotion expenses.

.

 

***Net cash provided by financing activities***

 

Netcash provided in financing activities was $0 for the nine monthsended September 30, 2011 as compared to $225,400 for the nine months endedSeptember 30, 2010.  The decrease betweenthe corresponding fiscal periods is primarily related to decreased financingprovided by the Company’s majority shareholder.

 

We will require additionalfinancing in order to complete our stated plan of operations for the nexttwelve months. We believe that we will require additional financing to carryout our intended objectives during the next twelve months. There can be noassurance, however, that such financing will be available or, if it isavailable, that we will be able to structure such financing on terms acceptableto us and that it will be sufficient to fund our cash requirements until we canreach a level of profitable operations and positive cash flows. If we areunable to obtain the financing necessary to support our operations, we may beunable to continue as a going concern. We currently have no firm commitmentsfor any additional capital.

 

The downturn in the UnitedStates stock and debt markets could make it more difficult to obtain financingthrough the issuance of equity or debt securities. Even if we are able to raisethe funds required, it is possible that we could incur unexpected costs andexpenses, fail to collect significant amounts owed to us, or experienceunexpected cash requirements that would force us to seek alternative financing.Further, if we issue additional equity or debt securities, stockholders mayexperience additional dilution or the new equity securities may have rights,preferences or privileges senior to those of existing holders of our shares ofcommon stock. If additional financing is not available or is not available onacceptable terms, we will have to curtail our operations.

 

We presently do not have anyavailable credit, bank financing or other external sources of liquidity. Due toour brief history and historical operating losses, our operations have not beena source of liquidity. We will need to obtain additional capital in order toexpand operations and become profitable. In order to obtain capital, we mayneed to sell additional shares of our common stock or borrow funds from privatelenders. There can be no assurance that we will be successful in obtainingadditional funding.

 

To date, we have generated norevenues and have incurred operating losses in every quarter.  Ourregistered independent auditors have stated in their report dated April 13,2011, that we are an early exploration company and have not generated revenuesfrom operations. These factors among others may raise substantial doubt aboutour ability to continue as a going concern.

** **

**Off-BalanceSheet Arrangements**

 

As of September 30, 2011, we had no off-balance sheetarrangements.

** **

** **

**Application of CriticalAccounting Policies**

 

** **

**Use of Estimates**

 

The preparation of financialstatements in accordance with United States generally accepted accountingprinciples requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosures of contingentassets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period. Actual resultscould materially differ from these estimates.

 

** **

** **

** **

** **

**Revenue Recognition**

 

For revenue from product sales,the Company recognizes revenue based on four basic criteria that must be metbefore revenue can be recognized: (1) persuasive evidence of an arrangementexists; (2) delivery has occurred; (3) the selling price is fixed anddeterminable; and (4) collectibility is reasonably assured.

 

There was no revenue duringthe periods reported in this filing.

 

 

 **ITEM 3. QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUTMARKET RISK.**

 

We are a smaller reportingcompany as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, assuch, are not required to provide the information under this item.

 

**ITEM4.  CONTROLS AND PROCEDURES**

 

**Disclosure Controls andProcedures**

 

Underthe supervision and with the participation of management, including ourPrincipal Executive Officer and Principal Financial Officer, we conducted anevaluation of the effectiveness of the design and operation of our disclosurecontrols and procedures (as defined in Rule 13a-15(e) or Rule 15d-15e)under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) asof the end of the period covered by this Quarterly Report on Form 10-Q.Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosed by anissuer in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the issuer's management, including itsprincipal executive and principal financial officers, or persons performingsimilar functions, as appropriate to allow timely decisions regarding requireddisclosure. Based upon our evaluation, our Principal Executive Officer andPrincipal Financial Officer concluded that our disclosure controls andprocedures were effective as of September 30, 2011.

 

Ourmanagement, including the Principal Executive Officer and Principal FinancialOfficer, does not expect that our disclosure controls and procedures or ourinternal control over financial reporting will prevent all errors and allfraud. A control system, no matter how well designed and operated, can provideonly reasonable, not absolute, assurance that the objectives of the controlsystem are met. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within the Company have been detected.

 

***Changes in internalcontrol over financial reporting***

 

Duringthe quarter ended September 30, 2011, there were no changes in our internalcontrols that have materially affected or are reasonably likely to materiallyaffect our internal control over financial reporting. 

 

** **

** **

** **

**PART II – OTHER INFORMATION**

 

**ITEM 1. LEGAL PROCEEDINGS**

 

We are not party to any legalproceedings, nor are we aware of any contemplated or pending legal proceedingsagainst us.

 

 

 

| **Item 1A. ** | **Risk Factors** |
|--------------------|------------------|

 

We are a smaller reportingcompany as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, assuch, are not required to provide the information under this item.

 

**ITEM2.  UNREGISTERED SALES OF EQUITY SECURITIES**

 

None.

 

**ITEM3.  DEFAULTS UPON SENIOR SECURITIES**

 

None

 

**ITEM 4.  REMOVEDAND RESERVED**

 

 

**ITEM 5.  OTHERINFORMATION**

 

None

 

  

  

 

**ITEM6.  EXHIBITS**

 

| Number |   | Description                                                                                                                                                                                     |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1   |   | Certification as Adopted Pursuant to Section 302(a)  of the Sarbanes-Oxley Act of 2002 by Principal Executive Officer and  Principal Financial 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 the Principal Executive Officer and  Principal Financial Officer.. |

 

 

**SIGNATURES**

 

 

Pursuantto the requirements of the Securities and Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

 

 

|                     | **MOTOR SPORT COUNTRY CLUB  HOLDINGS, INC.** |                                                                                          |
|--------------------------|----------------------------------------------|-----------------------------------------------------------------------------------------------|
|                     |                                         |                                                                                          |   |
| Dated: November 14, 2011 | By:                                          | */s/Claus Wagner*                                                                             |   |
|                     |                                         | Name: Claus Wagner                                                                            |   |
|                     |                                         | Title: Chief Executive  Officer (Principal Executive Officer and Principal Financial Officer) |   |
|                     |                                         |                                                                                          |   |

 

  

 

Exhibit31.1

**CERTIFICATIONPURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

I,Claus Wagner, certify that:
    - I     have reviewed this Form 10-Q of Motor Sport Country Club Holdings, Inc.;
    - Based     on my knowledge, this report does not contain any untrue statement of a     material fact or omit to state a material fact necessary to make the     statements made, in light of the circumstances under which such statements     were made, not misleading with respect to the period covered by this     report;
    - Based     on my knowledge, the financial statements, and other financial information     included in this report, fairly present in all material respects the     financial condition, results of operations and cash flows of the     registrant as of, and for, the periods presented in this report;
    - The     registrant's other certifying officer(s) and I are responsible for     establishing and maintaining disclosure controls and procedures (as     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal     control over financial reporting (as defined in Exchange Act Rules     13a-15(f) and 15d-15(f)) for the registrant and have:
    Designed      such disclosure controls and procedures, or caused such disclosure      controls and procedures to be designed under our supervision, to ensure      that material information relating to the registrant, including its      consolidated subsidiaries, is made known to us by others within those      entities, particularly during the period in which this report is being      prepared;
Designed      such internal control over financial reporting, or caused such internal      control over financial reporting to be designed under our supervision, to      provide reasonable assurance regarding the reliability of financial      reporting and the preparation of financial statements for external      purposes in accordance with generally accepted accounting principles;
Evaluated      the effectiveness of the registrant's disclosure controls and procedures      and presented in this report our conclusions about the effectiveness of      the disclosure controls and procedures, as of the end of the period      covered by this report based on such evaluation; and
Disclosed      in this report any change in the registrant's internal control over      financial reporting that occurred during the registrant's most recent      fiscal quarter (the registrant's fourth fiscal quarter in the case of an      annual report) that has materially affected, or is reasonably likely to      materially affect, the registrant's internal control over financial      reporting; and

5.      The registrant's other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant's auditors and theaudit committee of the registrant's board of directors (or persons performingthe equivalent functions): 
    All      significant deficiencies and material weaknesses in the design or      operation of internal control over financial reporting which are      reasonably likely to adversely affect the registrant's ability to record,      process, summarize and report financial information; and 
Any fraud, whether or not      material, that involves management or other employees who have a      significant role in the registrant's internal control over financial      reporting.

 

 

 

 Date: November 14, 2011

 

 

*/s/Claus Wagner*Claus WagnerChief Executive Officer (Principal Executive Officer and Principal FinancialOfficer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterlyreport on Form 10-Q of Motor Sport Country Club Holdings, Inc. (the “Company”)for the quarter ended September 30, 2011, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Claus Wagner, theChief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C.§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to thebest of my knowledge and belief that:

 

(1) the Report fullycomplies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended; and

 

(2) the informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.

 

 

 

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| November 14, 2011 |                                                                                  |
|              | */s/Claus Wagner*                                                                     |
|              | Claus Wagner                                                                          |
|              | Chief Executive Officer(Principal Executive Officer and Principal Financial  Officer) |
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