~~UNITED~~United ~~STATES~~States

~~SECURITIES~~Securities ~~AND~~and ~~EXCHANGE~~Exchange ~~COMMISSION~~Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): April 13, 2012

Date of Report (Date of earliest event reported): July 31, 2011

MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-27189	98-0230423
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11100 W 8th Avenue, Suite 200, Lakewood, COColorado 80215

(Address of principal executive offices) (Zip ~~code~~Code)

Registrant's telephone number, including area code: (888) 967-5552

~~(Registrant's~~Not ~~telephone number, including area code)~~Applicable

~~Check~~ (Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

~~[ ]~~Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

~~[ ]~~ o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~[ ]~~o Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

~~[ ]~~ o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

Item 1.01	Entry into a Material Definitive Agreement.
Item 3.02	Unregistered Sales of Equity Securities

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On July 31, 2011, Motor Sport Country Club Holdings, Inc. (the “Company”) entered into an exclusive master license agreement for the XYO Technology within the automotive industry (the “Agreement”) with Perpetual Industries, Inc., a Nevada corporation (“Perpetual”) pursuant to which the Company will have the exclusive rights in and to technology for the manufacture and use of certain products which utilize an automatic balancing systems suitable in the balancing and stabilization of rotating systems (“XYO Technology”) in the automotive industry and (ii) rights with respect to the marketing, use, distribution and sublicense of such products utilizing the XYO Technology, including the XYO Racing Brand, in the automotive industry. The License Agreement shall have an initial term ending on July 31, 2021, unless terminated by either party for cause. In consideration for the grant of the exclusive license, the Company agreed 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 through offerings 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 the sale of any products which utilize the XYO Technology in accordance with the following schedule:

	Greater of:
Due July 31 of:	% Royalty	Minimum Royalty
2012	5	$25,000
2013	5	$50,000
2014	10	$60,000
2015	10	$70,000
2016	10	$80,000
2017	15	$90,000
2018	15	$100,000
2019	15	$110,000
2020	20	$120,000
2021	20	$130,000

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~The~~On ~~foregoing~~April 13, ~~information~~2012, ismanagement aof ~~summary~~Motor ofSport ~~the~~Country ~~agreement~~Club ~~involved~~Holdings, inInc. (the ~~transactions~~“Company” ~~described~~or ~~above~~“we”), isafter ~~not~~discussion ~~complete,~~with ~~and~~our isBoard ~~qualified~~of inDirectors, ~~its~~determined ~~entirety~~that bypreviously ~~reference~~issued tofinancial statements for the ~~full~~fiscal ~~text~~year ofended ~~such~~December ~~agreements~~31, a2010 ~~copy~~and the first three quarters of ~~which~~fiscal ~~are~~year ~~attached~~2011 asshould anbe ~~exhibit~~restated to ~~this~~correct ~~Current~~timing errors in our accounting for expenses associated with non-cash stock issuances and accounts payable. Accordingly, our previously issued financial statements for that year and those quarters contained in our Annual Report on Form 810-K~~. Readers~~ and Quarterly Reports on Form 10-Q and any related earnings press releases and similar communications should ~~review~~no ~~such~~longer ~~agreements~~be ~~for~~relied upon. Our Chief Executive Officer has discussed these matters with our independent auditors and we have a ~~complete~~received ~~understanding~~a ofletter ~~the~~from ~~terms~~our independent auditors stating that they have received a copy of, and ~~conditions~~are ~~associated~~in agreement with, ~~these~~the ~~transactions~~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 compensation and an associated $180,000 payroll expense. As a result our actual shares outstanding as of December 31, 2010 was 1,500,000 shares higher than the number that was reported. In addition, our independent auditors identified certain invoices that were accrued and booked in the first quarter of 2011 that should have been booked in the fourth quarter of 2010. These invoices totaling approximately $20,000 for professional fees should have 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 2010 to reflect the foregoing and additional invoices that were booked in the second quarter of 2010 that should have been booked in the first quarter of 2010. 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.

(d) Exhibits.

1099.1 ~~Exclusive~~Consent ~~Master~~and ~~License~~agreement ~~Agreement~~of ~~for~~ the ~~XYO~~Company’s ~~Technology~~independent ~~within the Automotive Industry, dated July 31, 2011, by and between Motor Sport Country Club Holdings, Inc~~auditors. ~~and Perpetual Industries, Inc.~~

SIGNATURES

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

	MOTOR SPORT COUNTRY CLUB HOLDINGS, INC.
	Motor Sport Country Club Holdings, Inc.
Dated: August 4, 2011	By:	/s/ Claus Wagner
	Registrant
		Name: Claus Wagner
Date: April 18, 2012	By:	/s/ Claus Wagner
		Title: Chief Executive Officer
		Claus Wagner
		Chief Executive Officer

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