UNITED STATES

 SECURITIESAND 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 thequarterly period ended June 30, 2011**

 

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

 

Commission FileNumber 000-31683

 

**MOTOR SPORTCOUNTRY CLUB HOLDINGS, INC.**

(Name ofRegistrant 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’stelephone number: (888) 967-5552**

 

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepast 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days.     Yes  x No o

 

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

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting 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) |   |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).     Yes  o No x

 

Statethe number of shares outstanding of each of the issuer’s classes of commonequity, as of June 30, 2011:

 

CommonStock, par value $0.001 per share; 23,858,845

 

 

 

 

**Explanatory Note**

 

Thepurpose of this Amendment No. 1 (the “Amendment”) to Motor Sport Country ClubHoldings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period endedJune 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 inaccordance with Rule 405 of Regulation S-T. Exhibit 101 to this report providesthe condensed consolidated financial statements and related notes from the Form10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

Noother changes have been made to the Form 10-Q. This Amendment speaks as of theoriginal filing date of the Form 10-Q, does not reflect events that may haveoccurred subsequent to the original filing date, and does not modify or updatein any way disclosures made in the original Form 10-Q.

 

Pursuantto Rule 406T of Regulation S-T, the interactive data files on Exhibit 101hereto are deemed not filed or part of a registration statement or prospectusfor 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 Actof 1934, as amended, and otherwise are not subject to liability under thosesections.

 

  

| **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** |

                      

___________________

*           Theseexhibits were previously included or incorporated by reference in Motor SportCountry Club Holdings, Inc. Quarterly Report on Form 10-Q for the quarterlyperiod ended June 30, 2011, filed with the Securities and Exchange Commissionon August 18, 2011.

 

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

 

** **

** **

**SIGNATURES**

 

 

Pursuant to the requirements of theSecurities and Exchange Act of 1934, the registrant has duly caused this reportto 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) |   |
|                    |                                         |                                                                                           |   |