UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): September 16, 2005


                             GIANT MOTORSPORTS, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                     000-50243                   33-1025552
(State or other jurisdiction  (Commission File Number)        (I.R.S. Employer
    of incorporation)                                        Identification No.)

                              13134 State Route 62
                                Salem, Ohio 44460

                (Address of Principal Executive Offices/Zip Code)

                                 (330) 332-8534
              (Registrant's telephone number, including area code)

      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 (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)
      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)
      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange ct (17 CFR 240.14d-2(B))
      |_|   Pre-commencement communications pursuant to Rule 13e-4(c)) under the
            Exchange Act (17 CFR 240.13e-4c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement

      Effective September 16, 2005, Giant Motorsports, Inc. (the "Company") sold
to  accredited  investors  pursuant  to a  subscription  agreement  and  related
documents (the "Subscription  Documents"),  in a private placement offering (the
"Offering"), 2,870 shares of its newly-designated Series A Convertible Preferred
Stock, stated value $1,000 per share (the "A Shares"), and common stock purchase
warrants (the  "Investor  Warrants") to purchase up to of 5,740,000  shares (the
"Warrant  Shares") of the Company's common stock, par value $.001 per share (the
"Common Stock"),  resulting in the receipt by the Company of $2,870,000 of gross
proceeds. In connection with the placement agent's acting as placement agent for
the  Offering  (the  "Placement  Agent"),  the Company  paid it  commissions  of
$229,600 and a nonaccountable  expense allowance of $57,400.  Additionally,  the
Company issued the Placement  Agent an option (the "Agent  Purchase  Option") to
purchase  287 A Shares and  warrants  (the "Agent  Warrants")  to purchase up to
574,000 Warrant Shares. After deduction of all Offering expenses,  including the
Placement Agent's commissions and nonaccountable expense allowance,  the Company
received net proceeds of $2,485,163.

      The  securities  sold by the  Company in the  Offering  were  exempt  from
registration under the Securities Act of 1933, as amended (the "Act"),  pursuant
to the  provisions  of  Section  4(2) of the Act and  Regulation  D  promulgated
thereunder.

      Pursuant  to the  terms  of  Schedule  1 to the  Subscription/Registration
Rights Agreement (the "Rights  Agreement")  entered into between the Company and
the investors in the Offering,  the Company agreed to file, within 45 days after
the final closing of the Offering, a registration  statement to cover the resale
of (i) the shares of Common Stock into which the A Shares  convert,  (ii) shares
of Common Stock paid as dividends on the A Shares,  (iii) the Investor  Warrants
and (iv) the Warrant Shares.  The Company also agreed to register resales of the
Agent  Warrants and the shares of Common Stock issuable upon the exercise of the
Agent Warrants.  In addition,  the Company has agreed to use its best efforts to
cause such  registration  to be declared  effective by the  Securities  Exchange
Commission  no later  than 120 days  after the date of the final  closing of the
Offering.  All of such securities are collectively  referred to hereafter as the
"Registrable Securities." Failure of the Company to comply with the registration
requirements  in the Rights  Agreement  within the specified  time periods would
require  the  Company to pay  certain  liquidated  damages  until the failure to
comply is cured.

                                        2

<PAGE>

      Furthermore, the Placement Agent, or any holder of Investor Warrants, with
the written consent of the Placement Agent, may request that the Company use its
best efforts to cause the Investor  Warrants and the Agent Warrants to be listed
on the OTC Bulletin  Board and/or any other market or exchange  where the Common
Stock is quoted or listed.

      A full  description  of the A Shares,  the  Investor  Warrants,  the Agent
Purchase Option and the registration  rights are set forth in the Certificate of
Designation  of the A Shares,  the form of Investor  Warrant,  the form of Agent
Purchase Option and the form of Rights  Agreement filed as Exhibits 99.1,  99.2,
99.3 and 99.4, respectively, hereto.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The disclosure contained in Item 1.01 is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Set forth below is a list of Exhibits included as part of this Current Report.

      99.1  Certificate of Designation of Giant  Motorsports,  Inc.,  filed with
            the Nevada  Secretary  of State on  September 8, 2005.

      99.2  Form of Investor Warrant.

      99.3  Form of Agent Purchase Option.

      99.4  Registration   Rights   Agreement    registering   the   Registrable
            Securities.

      99.5  Agency Agreement between Giant  Motorsports,  Inc. and the Placement
            Agent.

This  Current  Report  on Form 8-K may  contain,  among  other  things,  certain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995,  including,  without limitation,  statements with
respect to the Company's  plans,  objectives,  expectations  and  intentions and
other statements identified by words such as "may", "could", "would",  "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans" or similar
expressions.   These   statements  are  based  upon  the  current   beliefs  and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.  Actual  results  may  differ  from  those  set forth in the
forward-looking  statements.  These  forward-looking  statements involve certain
risks and  uncertainties  that are  subject to change  based on various  factors
(many of which are beyond the Company's control).

                   Remainder of Page Intentionally Left Blank

                                        3

<PAGE>

                                   SIGNATURES
                                   ----------

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

                              GIANT MOTORSPORTS, INC.


                              By: /s/ Gregory A. Haehn
                                  ----------------------------------------------
                                  Name:  Gregory A. Haehn
                                  Title: President and Chief Operating Officer

Dated:  September 20, 2005

                                        4

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.             Description
-----------             -----------

99.1                    Certificate of Designation of Giant Motorsports, Inc.,
                        filed with the Secretary of the State of Nevada on
                        September 8, 2005.

99.2                    Form of Investor Warrant.

99.3                    Form of Purchase Option.

99.4                    Registration Rights Agreement registering the
                        Registrable Securities.

99.5                    Agency Agreement between Giant Motorsports, Inc. and the
                        Placement Agent.
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): September 16, 2005

                             GIANT MOTORSPORTS, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                     000-50243                   33-1025552
(State or other jurisdiction  (Commission File Number)        (I.R.S. Employer
    of incorporation)                                        Identification No.)

                              13134 State Route 62
                                Salem, Ohio 44460

                (Address of Principal Executive Offices/Zip Code)

                                 (330) 332-8534
              (Registrant's telephone number, including area code)

      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 (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)
      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)
      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange ct (17 CFR 240.14d-2(B))
      |_|   Pre-commencement communications pursuant to Rule 13e-4(c)) under the
            Exchange Act (17 CFR 240.13e-4c))
Item 1.01. Entry into a Material Definitive Agreement

      Effective September 16, 2005, Giant Motorsports, Inc. (the "Company") sold
to  accredited  investors  pursuant  to a  subscription  agreement  and  related
documents (the "Subscription  Documents"),  in a private placement offering (the
"Offering"), 2,870 shares of its newly-designated Series A Convertible Preferred
Stock, stated value $1,000 per share (the "A Shares"), and common stock purchase
warrants (the  "Investor  Warrants") to purchase up to of 5,740,000  shares (the
"Warrant  Shares") of the Company's common stock, par value $.001 per share (the
"Common Stock"),  resulting in the receipt by the Company of $2,870,000 of gross
proceeds. In connection with the placement agent's acting as placement agent for
the  Offering  (the  "Placement  Agent"),  the Company  paid it  commissions  of
$229,600 and a nonaccountable  expense allowance of $57,400.  Additionally,  the
Company issued the Placement  Agent an option (the "Agent  Purchase  Option") to
purchase  287 A Shares and  warrants  (the "Agent  Warrants")  to purchase up to
574,000 Warrant Shares. After deduction of all Offering expenses,  including the
Placement Agent's commissions and nonaccountable expense allowance,  the Company
received net proceeds of $2,485,163.

      The  securities  sold by the  Company in the  Offering  were  exempt  from
registration under the Securities Act of 1933, as amended (the "Act"),  pursuant
to the  provisions  of  Section  4(2) of the Act and  Regulation  D  promulgated
thereunder.

      Pursuant  to the  terms  of  Schedule  1 to the  Subscription/Registration
Rights Agreement (the "Rights  Agreement")  entered into between the Company and
the investors in the Offering,  the Company agreed to file, within 45 days after
the final closing of the Offering, a registration  statement to cover the resale
of (i) the shares of Common Stock into which the A Shares  convert,  (ii) shares
of Common Stock paid as dividends on the A Shares,  (iii) the Investor  Warrants
and (iv) the Warrant Shares.  The Company also agreed to register resales of the
Agent  Warrants and the shares of Common Stock issuable upon the exercise of the
Agent Warrants.  In addition,  the Company has agreed to use its best efforts to
cause such  registration  to be declared  effective by the  Securities  Exchange
Commission  no later  than 120 days  after the date of the final  closing of the
Offering.  All of such securities are collectively  referred to hereafter as the
"Registrable Securities." Failure of the Company to comply with the registration
requirements  in the Rights  Agreement  within the specified  time periods would
require  the  Company to pay  certain  liquidated  damages  until the failure to
comply is cured.

                                        2
Furthermore, the Placement Agent, or any holder of Investor Warrants, with
the written consent of the Placement Agent, may request that the Company use its
best efforts to cause the Investor  Warrants and the Agent Warrants to be listed
on the OTC Bulletin  Board and/or any other market or exchange  where the Common
Stock is quoted or listed.

      A full  description  of the A Shares,  the  Investor  Warrants,  the Agent
Purchase Option and the registration  rights are set forth in the Certificate of
Designation  of the A Shares,  the form of Investor  Warrant,  the form of Agent
Purchase Option and the form of Rights  Agreement filed as Exhibits 99.1,  99.2,
99.3 and 99.4, respectively, hereto.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The disclosure contained in Item 1.01 is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Set forth below is a list of Exhibits included as part of this Current Report.

      99.1  Certificate of Designation of Giant  Motorsports,  Inc.,  filed with
            the Nevada  Secretary  of State on  September 8, 2005.

      99.2  Form of Investor Warrant.

      99.3  Form of Agent Purchase Option.

      99.4  Registration   Rights   Agreement    registering   the   Registrable
            Securities.

      99.5  Agency Agreement between Giant  Motorsports,  Inc. and the Placement
            Agent.

This  Current  Report  on Form 8-K may  contain,  among  other  things,  certain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995,  including,  without limitation,  statements with
respect to the Company's  plans,  objectives,  expectations  and  intentions and
other statements identified by words such as "may", "could", "would",  "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans" or similar
expressions.   These   statements  are  based  upon  the  current   beliefs  and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.  Actual  results  may  differ  from  those  set forth in the
forward-looking  statements.  These  forward-looking  statements involve certain
risks and  uncertainties  that are  subject to change  based on various  factors
(many of which are beyond the Company's control).

                   Remainder of Page Intentionally Left Blank

                                        3
SIGNATURES
                                   ----------

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

                              GIANT MOTORSPORTS, INC.

                              By: /s/ Gregory A. Haehn
                                  ----------------------------------------------
                                  Name:  Gregory A. Haehn
                                  Title: President and Chief Operating Officer

Dated:  September 20, 2005

                                        4
EXHIBIT INDEX

Exhibit No.             Description
-----------             -----------

99.1                    Certificate of Designation of Giant Motorsports, Inc.,
                        filed with the Secretary of the State of Nevada on
                        September 8, 2005.

99.2                    Form of Investor Warrant.

99.3                    Form of Purchase Option.

99.4                    Registration Rights Agreement registering the
                        Registrable Securities.

99.5                    Agency Agreement between Giant Motorsports, Inc. and the
                        Placement Agent.