	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. )*

Motor Sport Country Club Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

77578R 100

(CUSIP Number)

Perpetual Industries Inc.

5 – 8720 Macleod Trail South, # 110

Calgary, Alberta T2H 0M4

CANADA

Attn: Doug Greig

General Manager of Operations

403-214-4321

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 30, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following Pages)

CUSIP No. 77578R 100						13D

	1	Names of Reporting Persons Perpetual Industries Inc.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds 00

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 10,000,000

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 10,000,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 28.3%

	14	Type of Reporting Person CO

CUSIP No. 77578R 100						13D

	1	Names of Reporting Persons Brent W. Bedford

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds 00

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Calgary, Alberta, Canada

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 10,000,000

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 10,000,000

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 28.3%

	14	Type of Reporting Person IN

SCHEDULE 13D

Item 1. Security and Issuer.

This statement relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of Motor Sport Country Club Holdings, Inc., a Nevada corporation, which has its principal executive offices at 11100 W. 8th Avenue, Suite 200, Lakewood, Colorado 80215 (the “Issuer”). This statement is being filed in accordance with Rule 101(a)(1)(iii) of Regulation S-T promulgated by the Securities and Exchange Commission in connection with the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

This statement is jointly filed by Perpetual Industries Inc., a Nevada corporation (“Perpetual”), and Brent W. Bedford, an individual (“Bedford” and, collectively with Perpetual, the “Reporting Person”).

Item 2. Identity and Background.

The information set forth in this paragraph is given with respect to Perpetual. Perpetual’s principal office is located at 5 – 8720 Macleod Trail South, # 110, Calgary, Alberta T2H 0M4 CANADA. Perpetual’s principal business is research and industrial design. During the last five years, none of Perpetual and its executive officers and directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, none of Perpetual and its executive officers and directors was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in this paragraph is given with respect to Bedford, who is an executive officer, director and stockholder of Perpetual. Bedford is a control person of Perpetual and therefore may be deemed to have voting control and investment discretion over the shares of Common Stock held by Perpetual. Bedford’s business address is 5 – 8720 Macleod Trail South, # 110, Calgary, Alberta T2H 0M4 CANADA. Bedford’s present principal occupation or employment is as Chairman, President and Chief Executive Officer of Perpetual which is in the business of research and industrial design. During the last five years, Bedford has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, Bedford was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Bedford is a citizen of Alberta, Canada.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to that certain Exclusive Master License Agreement For the XYO Technology Within the Automotive Industry made as of July 30, 2011 by and between Perpetual and the Issuer (the “Master License Agreement”), the Issuer licensed from Perpetual certain technology for the manufacture and use

of automatic balancing systems suitable in the balancing and stabilization of rotating systems within the automotive industry. In exchange for the license under the Master License Agreement, the Issuer agreed to pay a non-refundable license fee to Perpetual consisting of (i) up to $500,000 in cash payable in $100,000 increments for every $200,000 raised by the Issuer in offerings of its debt or equity securities, and (ii) 10,000,000 shares of Common Stock valued at $0.20 per share. In addition, the Issuer will pay certain royalties to Perpetual under the Master License Agreement.

Motor Sport Country Club Holdings Inc SC 13D