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

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                         Commission File Number 0-29057

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

     For the transition period from __________________TO __________________

                         AMERICAN RACING CAPITAL, INC.
                         -----------------------------
               (Exact name of registrant as specified in charter)

              NEVADA                                     87-0631750
              ------                                     ----------
   (State or other jurisdiction                  (I.R.S. Employer I.D. No.)
of incorporation or organization)

4702 Oleander Drive, Suite 200, Myrtle Beach, SC                    29577
------------------------------------------------                    -----
   (Address of principal executive offices)                         (Zip)

  Issuer's telephone number, including area code              (800) 914-3177
                                                              --------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act of 1934  during  the past  twelve
months (or for such 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 |_| No |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equities as of the latest  practicable  date:  AS OF JANUARY 27, 2006 THERE WERE
499,139,950  OUTSTANDING  SHARES OF THE ISSUER'S COMMON STOCK,  $0.001 PAR VALUE
PER SHARE.

Transitional Small Business Disclosure Format:  Yes |_| No |X|


<PAGE>

                          PART I: FINANCIAL INFORMATION


INTRODUCTORY NOTE


FORWARD-LOOKING STATEMENTS

      This  Form  10-QSB  contains  "forward-looking   statements"  relating  to
American Racing Capital, Inc. ("ARC") which represent ARC's current expectations
or  beliefs  including,   but  not  limited  to,  statements   concerning  ARC's
operations,  performance,  financial condition and growth. For this purpose, any
statements  contained in this Form 10-QSB that are not  statements of historical
fact are  forward-looking  statements.  Without  limiting the  generality of the
foregoing, words such as "may",  "anticipation",  "intend", "could", "estimate",
or "continue" or the negative or other  comparable  terminology  are intended to
identify  forward-looking  statements.  These statements by their nature involve
substantial risks and uncertainties,  such as losses,  dependence on management,
variability of quarterly results,  and the ability of ARC to continue its growth
strategy and competition,  certain of which are beyond ARC's control. Should one
or more of these risks or  uncertainties  materialize  or should the  underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward-looking statements.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.


                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                 AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
               (FKA ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
  Cash                                                                 $161,463
  Accounts receivable                                                    84,156
                                                                       --------
    Total Current Assets                                                245,619
                                                                       --------
OTHER ASSETS

  Accounts receivable-related party                                          --
                                                                       --------
    TOTAL ASSETS                                                       $245,619
                                                                       ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable - related parties                                   $ 44,027
  Accounts payable and accrued expenses                                  40,860
                                                                       --------
    Total Current Liabilities                                            84,887
                                                                       --------

MINORITY INTEREST                                                         4,616

COMMITMENTS AND CONTINGENCIES                                                --

STOCKHOLDERS'  EQUITY (DEFICIT)
  Preferred stock 10,000,000 shares authorized at $0.001 par value;
    no shares issued and outstanding                                         --
  Common stock 500,000,000 shares authorized at $0.001 par value;
    114,139,950 shares issued and outstanding                           114,140
  Additional paid in capital                                            382,560
  Accumulated deficit                                                  (340,584)
                                                                       --------

    Total Stockholders' Equity (Deficit)                                156,116
                                                                       --------
    TOTAL LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT)                  $245,619
                                                                       ========

   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                 AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
               (FKA ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    September 30,    September 30,
                                                        2005             2004
                                                    -------------    -------------
<S>                                                 <C>              <C>
SALES                                               $       1,737    $   1,065,348

COST OF SALES                                              (9,214)         952,683
                                                    -------------    -------------
   Gross Profit                                            10,951          112,665
                                                    -------------    -------------
EXPENSES
   Consulting and professional fees                        96,254               --
   Administrative                                          97,421           31,291
                                                    -------------    -------------
     TOTAL EXPENSES                                       193,675           31,291
                                                    -------------    -------------

Income (loss) from operations                            (182,724)          81,374

OTHER INCOME (EXPENSE)
   Interest expense                                       (46,370)         (12,896)
   Other income                                                --           (2,549)
                                                    -------------    -------------
     TOTAL OTHER (EXPENSE)                                (46,370)         (15,445)
                                                    -------------    -------------

Income (loss) - before minority interest                 (229,094)          65,929
LESS MINORITY INTEREST                                     (3,176)          16,965
                                                    -------------    -------------
Income (loss) - before provision for income taxes        (225,918)          48,964
                                                    -------------    -------------
Provision for income taxes                                     --               --
                                                    -------------    -------------

Net income (loss)                                   $    (225,918)   $      48,964
                                                    =============    =============
NET LOSS PER COMMON SHARE
   Basic and diluted                                $       (0.00)   $        0.00
                                                    -------------    -------------
WEIGHTED AVERAGE OUTSTANDING SHARES
   Basic and diluted                                   81,639,950       49,139,950
                                                    -------------    -------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                 AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
               (FKA ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    September 30,    September 30,
                                                        2005              2004
                                                    -------------    -------------
<S>                                                 <C>              <C>
SALES                                               $   3,483,360    $   1,065,348

COST OF SALES                                           2,497,055          954,312
                                                    -------------    -------------
   Gross Profit                                           986,305          111,036
                                                    -------------    -------------
EXPENSES
   Consulting and professional fees                       148,754               --
   Administrative                                         217,383           86,414
                                                    -------------    -------------

     TOTAL EXPENSES                                       366,137           86,414
                                                    -------------    -------------

Income (loss) from operations                             620,168           24,622

OTHER INCOME (EXPENSE)
   Interest Expense                                       (56,176)         (32,803)
   Other income                                                --              229
                                                    -------------    -------------

     TOTAL OTHER (EXPENSE)                                (56,176)         (32,574)
                                                    -------------    -------------

Income (loss) - before minority interest                  563,992           (7,952)
LESS MINORITY INTEREST                                    187,414           (9,007)
                                                    -------------    -------------

Income (loss) - before provision for income taxes         376,578          (16,959)
                                                    -------------    -------------
Provision for income taxes                                     --               --
                                                    -------------    -------------
Net income (loss)                                   $     376,578          (16,959)
                                                    =============    =============

NET LOSS PER COMMON SHARE
   Basic and diluted                                $        0.01    $       (0.00)
                                                    -------------    -------------

WEIGHTED AVERAGE  OUTSTANDING SHARES
   Basic and diluted                                   70,806,617       49,139,950
                                                    -------------    -------------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                 AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
               (FKA ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           September 30,    September 30,
                                                               2005             2004
                                                           -------------    -------------
<S>                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                        $     376,578    $     (16,959)

  Adjustments to reconcile net loss to net cash provided
    by operating activities
      Minority interest                                          (27,672)           9,007

  Changes in operating assets and liabilities
    Properties held for development or sale                    1,612,448         (841,062)
    Accounts receivable                                          (82,317)              --
    Accounts receivable-related party                             59,160            3,000
    Accounts payable-related                                    (232,831)           2,777
    Accounts payable                                            (118,883)            (539)
    Cash overdraft                                                    --          191,889
    Deposits                                                      35,000               --
                                                           -------------    -------------
      Net Cash from Operations                                 1,621,483         (651,887)
                                                           -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES                                  --               --
                                                           -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for cash                                    65,000               --
  Proceeds from notes payable, net of payments                        --          694,788
  Payments on notes payable                                   (1,528,312)              --
                                                           -------------    -------------
      Net cash provided (used) by financing activities        (1,463,312)         694,788
                                                           -------------    -------------

  Net Increase (decrease) in Cash                                158,171           42,901

  Cash at Beginning of Period                                      3,292            1,739
                                                           -------------    -------------
  Cash at End of Period                                    $     161,463    $      44,640
 Supplemental disclosure of cash flow information
  Cash paid for interest                                   $      56,176    $      32,803
                                                           -------------    -------------
   Cash paid for income taxes                              $          --    $          --
                                                           =============    =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>

                  AMERICAN RACING CAPITAL, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

1.    BASIS OF PRESENTATION

      The accompanying  unaudited condensed  consolidated  financial  statements
      have been prepared in accordance with  Securities and Exchange  Commission
      requirements  for interim  financial  statements.  Therefore,  they do not
      include  all of the  information  and  footnotes  required  by  accounting
      principles  generally accepted in the United States for complete financial
      statements.  The financial  statements  should be read in conjunction with
      the Form 10-KSB for the year ended  December  31, 2004 of American  Racing
      Capital, Inc. and Subsidiaries (the "Company" or "ARC").

      The interim  financial  statements  present the condensed  balance  sheet,
      statements  of  operations  and cash flows of the Company.  The  financial
      statements  have been prepared in accordance  with  accounting  principles
      generally accepted in the United States.

      The  interim  financial  information  is  unaudited.  In  the  opinion  of
      management,  all  adjustments  necessary to present  fairly the  financial
      position  of the  Company  as of  September  30,  2005 and the  results of
      operations  and cash flows  presented  herein  have been  included  in the
      financial  statements.  Interim results are not necessarily  indicative of
      results of operations for the full year.

      The  preparation  of financial  statements in conformity  with  accounting
      principles  generally accepted in the United States requires management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Employee  stock based  compensation  - In  December  2004,  the  Financial
      Accounting   Standards   Board  issued  SFAS  No.  153,   "Accounting  for
      Stock-Based  Compensation".   SFAS  No.  153  amends  the  transition  and
      disclosure  provisions  of SFAS No. 123.  This  statement  supersedes  APB
      Opinion No. 25, Accounting for Stock Issued to employees,  and its related
      implementation  guidance.  This  Statement  establishes  standards for the
      accounting  for  transactions  in which an  entity  exchanges  its  equity
      instruments for goods or services. This Statement requires a public entity
      to measure the cost of employee services received in exchange for an award
      of equity  instruments  based on the  grant-date  fair  value of the award
      (with limited  exceptions).  That cost will be recognized  over the period
      during  which an employee is required to provide  service in exchange  for
      the award--the  requisite service period (usually the vesting period). For
      stock options and warrants  issued to  non-employees,  the Company applies
      Statement of Financial  Accounting  Standards ("SFAS") No. 123, Accounting
      for   Stock-Based   Compensation,   which  requires  the   recognition  of
      compensation  cost based upon the fair value of stock options at the grant
      date using the Black-Scholes Option Pricing Model.

      The  Company  issued  no stock and  granted  no  warrants  or  options  to
      employees for compensation for the nine months ended September 30, 2005.

3.    NOTES PAYABLE

      As of September 30, 2005, the Company has no notes payable.

4.    RELATED PARTY TRANSACTIONS

      Accounts   payable  -  related   parties  -  As  of  September  30,  2005,
      officers-directors, and their controlled entities, have acquired 34.33% of
      the outstanding stock of the Company and have made  non-interest  bearing,
      due on demand loans to the Company totaling $44,027.


                                       7
<PAGE>

      Executive  employment  agreement - In 2003,  the Company  entered  into an
      employment  agreement  with  John  W.  Gandy,  then  President  and  Chief
      Executive officer,  which provided for an annual salary of $100,000 with a
      5% increase each year to a maximum of $125,000, provided the Company would
      have a profit in the previous year. The employment  agreement with John W.
      Gandy was  terminated  on  November  18,  2005,  upon his  resignation  as
      President and Chief Executive Officer of the Company.


                                       8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

      The following  discussion and analysis should be read in conjunction  with
the Consolidated  Financial  Statements,  and the Notes thereto included herein.
The  information  contained  below includes  statements of ARC's or management's
beliefs,  expectations,  hopes,  goals and plans that,  if not  historical,  are
forward-looking statements subject to certain risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  anticipated  in the
forward-looking  statements. For a discussion on forward-looking statements, see
the information set forth in the  Introductory  Note to this Annual Report under
the caption  "Forward  Looking  Statements",  which  information is incorporated
herein by reference.

Overview

      On October 3, 2005,  the Company filed a  Certificate  of Amendment to the
Articles of  Incorporation  of the Company  with the  Secretary  of State of the
State of Nevada to change the corporate name from "Creative Holdings & Marketing
Corporation" to "American Racing Capital, Inc."

      On October 17, 2005, the Company entered into a Share Exchange  Agreement,
by and among the Company,  ARCI and the shareholders of ARCI, pursuant to which,
the ARCI  Shareholders  exchanged  with, and delivered to the Company all of the
issued and outstanding  common stock of ARCI in exchange for 150,000,000  shares
of the Company's  Common Stock and 1,000,000 shares of Series A Preferred Stock.
The 1,000,000 shares of Series A Preferred Stock can be converted by the holder,
at any time from the date of issuance, into shares of Common Stock such that one
share of the Series A Preferred  Stock is  converted  into three  hundred  (300)
fully paid,  non-assessable shares of the Company's Common Stock. As a result of
the Share Exchange Agreement,  and upon the filing of the Plan and Exchange with
the Secretary of State of the State of Nevada on October 19, 2005, ARCI became a
wholly-owned subsidiary of the Company.

      On October 18, 2005, the Company entered into a Share Exchange  Agreement,
by and among the Company,  ARCD and the  shareholders  of ARCD.  Pursuant to the
Share Exchange  Agreement,  the ARCD Shareholders  exchanged with, and delivered
to,  ARC the  issued  and  outstanding  common  stock  of ARCD in  exchange  for
235,000,000 shares of the Company's Common Stock, and 1,000,000 shares of Series
A Preferred  Stock.  The  1,000,000  shares of Series A  Preferred  Stock can be
converted by the holder,  at any time from the date of issuance,  into shares of
Common  Stock such that one share of the Series A Preferred  Stock is  converted
into three  hundred  (300) fully paid,  non-assessable  shares of the  Company's
Common Stock. As a result of the Share Exchange  Agreement,  and upon the filing
of the Plan and Exchange  with the  Secretary of State of the State of Nevada on
October 19, 2005, ARCD became a wholly-owned subsidiary of the Company.

      As a result of the share exchange transactions, the Board has focused on a
new  strategy  which  seeks to  integrate  race  track  design  and  development
operations with a professional racing team and a national driving school network
to leverage the popularity and growth of the motor sports industry.

Critical Accounting Policies and Estimates

      Management's  discussion  and  analysis  of our  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported amounts of assets, liabilities,  revenues and expenses. At each balance
sheet  date,  management  evaluates  its  estimates.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.  The estimates and critical
accounting   policies  that  are  most  important  in  fully  understanding  and
evaluating  our  financial  condition  and results of  operations  include those
listed below.

Revenue Recognition

      Gains from sales of operating  properties and revenues from land sales are
recognized using the full accrual method provided that various criteria relating
to the terms of the transactions  and any subsequent  involvement by the Company
with the  properties  sold are met. Gains or revenues  relating to  transactions
which do not meet the established  criteria are deferred and recognized when the
criteria  are  met or  using  the  installment  or  cost  recovery  methods,  as
appropriate  in the  circumstances.  For land sale  transactions  under terms in
which  the  Company  is  required  to  perform  additional  services  and  incur
significant  costs  after  title  has  passed,  revenues  and costs of sales are
recognized  proportionately  on  a  percentage  of  completion  basis.  Deposits
received prior to closing are recorded as a liability until the  consummation of
the sale at which time such amounts are  generally  applied  toward the purchase
price.


                                       9
<PAGE>

      Cost of land sales is generally  determined  as a specific  percentage  of
land sales  revenues  recognized  for each land  development  project.  The cost
percentages used are based on estimates of development  costs and sales revenues
to  completion  of each  project  and are  revised  periodically  for changes in
estimates or development  plans. The specific  identification  method is used to
determine cost of sales of certain parcels of land.

Properties

      Properties  under  development  are carried at cost reduced for impairment
losses, where appropriate.  Properties held for sale are carried at cost reduced
for  valuation  allowances,  where  appropriate.  Acquisition,  development  and
construction  costs of properties in development and land  development  projects
are capitalized  including,  where applicable,  salaries and related costs, real
estate  taxes,   interest  and  preconstruction   costs.  The   pre-construction
development  (or an  expansion  of an existing  property)  includes  efforts and
related  costs to secure  land  control and zoning,  evaluate  feasibility,  and
complete other initial tasks, which are essential to development. Provisions are
made  for  potentially  unsuccessful   preconstruction  efforts  by  charges  to
operations.

      Properties held for sale are carried at the lower of their carrying values
(i.e.,  cost less  accumulated  depreciation and any impairment loss recognized,
where  applicable)  or  estimated  fair  values  less costs to sell.  Generally,
revenues and expenses related to property  interests acquired with the intention
to resell are not recognized.

      Stock-based compensation - The Company applies Accounting Principles Board
("APB")  Opinion No. 25,  Accounting for Stock Issued to Employees,  and Related
Interpretations,  in accounting for stock options issued to employees. Under APB
No. 25,  employee  compensation  cost is recognized when estimated fair value of
the  underlying  stock on date of the grant exceeds  exercise price of the stock
option.  For stock  options and warrants  issued to  non-employees,  the Company
applies SFAS No. 123,  Accounting for Stock-Based  Compensation,  which requires
the recognition of compensation  cost based upon the fair value of stock options
at the grant date using the Black-Scholes Option Pricing Model.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition  and Disclosure.  SFAS No. 148 amends the transition and
disclosure  provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

Principles Of Consolidation

      The  consolidated  financial  statements shown in this report excludes the
historical  operating  information of the parent before  September 30, 2002, and
includes the operating information of the subsidiary,  Creative Holdings,  Inc.,
from July 3, 2002  (date of  inception  of the  subsidiary),  and the  operating
information  of Sea  Garden  Funding,  LLC from  November  2002 (the date of the
purchase of 80% of the LLC) to September 30, 2005.

      All intercompany transactions have been eliminated.


Results Of Operations For The Three Months Ended September 30, 2005, Compared To
The Three Months Period Ended September 30, 2004


      Revenues.  Revenue for the three months  ended  September  30,  2005,  was
$1,737, a decrease of $1,063,611, or 100%, as compared to $1,065,348 in revenues
for the same period ended  September 30, 2004.  The decrease in revenues in 2005
was  attributable  to the  completion of the Sea Garden  Project in the previous
quarter, when all remaining units were sold.

      Cost of revenue.  Cost of revenue for the three months ended September 30,
2005 was $(9,214).  These costs were associated accruals made in closing out the
Sea  Garden  Project.  This  represented  a  decrease  of 100%  over the cost of
revenues for the same period ended September 30, 2004,  which was $952,683,  due
to limited construction activities and no construction revenues.


                                       10
<PAGE>

      Gross profit.  Gross profit for the three months ended  September 30, 2005
was $10,951.  The gross profit  represented  reconciliation  of accruals made in
closing  out the Sea Garden  Project  along  with  refunded  construction  costs
associated with building and financing the units. The gross profit for the three
months ended September 30, 2004 was $112,665.

      Operating  expenses.   Operating  expenses  for  the  three  months  ended
September 30, 2005,  were  $193,675,  or an increase of 83.8% over the operating
expenses of $31,291 for the three months  ended  September  30, 2004.  Operating
expenses in 2005  consisted of $96,254 in consulting and  professional  fees and
$97,421 in general  and  administrative  expenses.  The  increase  of $66,130 in
administrative  expense,  from 2004 to 2005 was almost entirely  attributable to
increased activity at the Sea Garden Project.

      Other income (expense).  Other income (expense) for the three months ended
September  30, 2005,  was a net expense of $46,370,  an increase of $30,925,  or
66.7% as  compared  to a net  expense  of  $15,445  for the three  months  ended
September  30,  2004.  The  increase  in other  expense  in 2005  was  primarily
attributable  to  retirement  of debt in the  quarter and the  interest  expense
booked in the current quarter.

      Net income (loss).  The Company had a net los before  provision for income
taxes of $225,918 for the three months ended  September 30, 2005, as compared to
a net income of $48,964 for the three  months  ended  September  30,  2004.  The
increased net loss of $274,882 was mostly attributable to the lack of sales from
the Sea Garden Project during the third quarter of 2005.  There was no provision
for income taxes in 2004;  therefore,  the net income after provision for income
taxes was also $48,964.


Results Of Operations For The Nine Months Ended September 30, 2005,  Compared To
The Nine Months Ended September 30, 2004

      Revenues.  Revenue for the nine  months  ended  September  30,  2005,  was
$3,483,360,  an increase of $2,418,012,  or 69.4% when compared to $1,065,348 in
revenues for the nine months ended  September 30, 2004. The increase in revenues
in 2005 was attributable to year to date sales in the Sea Garden Project in 2005
over the year to date sales in the Sea Garden Project in 2004.

      Cost of revenue.  Cost of revenue for the nine months ended  September 30,
2005 was  $2,497,055.  These costs were associated  with  construction  costs on
units at the Sea Garden Project.  There was $954,312 in cost of revenues for the
nine months ended September 30, 2004.

      Gross  profit.  Gross profit for the nine months ended  September 30, 2005
was $986,305.  The gross profit  represented  revenues received for year to date
sales  of  units  at the  Sea  Garden  Project  along  with  construction  costs
associated  with building and financing the units.  The gross profit of $986,305
represents  an  increase  of  88.7%  over  $111,306  for the nine  months  ended
September 30, 2004.

      Operating expenses. Operating expenses for the nine months ended September
30, 2005 were $366,137,  or a 73% increase, as compared to $86,414, for the nine
months  ended  September  30,  2004.  Operating  expenses in 2005  consisted  of
$148,754  in  consulting  and  professional  fees and  $217,383  in general  and
administrative expenses. The increase of $68,829 in administrative expense, from
2004 to 2005 was almost entirely  attributable to increased  activity at the Sea
Garden Project.

      Other income  (expense).  Other income (expense) for the nine months ended
September  30,  2005 was a net expense of  $56,176,  an increase of $23,602,  as
compared to a net loss of $32,574 for the nine months ended  September 30, 2004.
This  represented an increase of 58% over the comparable  period ended September
2004, and was primarily attributable to retirement of debt in the period and the
interest expense booked in the current quarter.

      Net income  (loss).  The Company  had a net income  before  provision  for
income  taxes of $376,578  for the nine months  ended  September  30,  2005,  as
compared to a net loss of  $(16,959)  for the nine months  ended  September  30,
2004.  The  increase  in net  income  of  $393,537,  or over  100%,  was  mostly
attributable  to  improved  margins  for year to date  sales  in the Sea  Garden
Project. Due to net operating loss carryovers, there was no provision for income
taxes in the period,  therefore, the net income after provision for income taxes
was also $393,578.

Liquidity And Capital Resources

         The  Company's  financial  statements  have  been  prepared  on a going
concern basis that  contemplates the realization of assets and the settlement of
liabilities  and  commitments  in the normal  course of  business.  The  Company
incurred  a net  income of  $376,578  and a net loss of  $(16,959)  for the nine
months  ended  September  30, 2005 and June 30, 2004,  respectively,  and has an
accumulated deficit of $340,584 at September 30, 2005. As of September 30, 2005,
the Company  had assets of $245,619  and  liabilities  of $84,887,  a surplus of
$156,116.  Additionally,  the  Company's  current  assets were  $245,619 and our
current  liabilities  were  $84,887,  creating  a  working  capital  surplus  of
$160,732. The majority of the assets, $161,463, consist of cash.


                                       11
<PAGE>

      The majority of our liabilities,  $44,027, are account payables.  Accounts
payable  to  related   parties  equal  to  $40,860  are  also  included  in  our
liabilities.

      For the nine months ended  September  30, 2005,  the Company  provided net
cash from operations of $1,621,483, no cash was used in investing activities and
had  $1,528,312  in cash used by financing  activities in the repayment of notes
payable.

      We have incurred  losses since  inception  until the last three  quarterly
periods.  We had  approximately  $161,463  in cash  and cash  equivalents  as of
September 30, 2005.

Plan Of Operation

      In October 2005, the Company entered into two share exchange  transactions
with  ARCI  and  ARCD,   respectively.   As  a  result  of  the  share  exchange
transactions,  ARCI and ARCD became wholly-owned subsidiaries of the Company and
the  Company's  management  focused on a different  business  model.  ARCI, as a
holding  company  for  motor  sport  industries,   develops  relationships  with
companies  that are  seeking to utilize  motor  sports as a revenue  generating,
promotional  opportunity.  ARCI consists of Fast One,  Inc., a consulting  group
dedicated to racetrack development and design and DJ Motorsports, a company with
plans to develop and operate competitive race teams.

      On November 18, 2005, the Board appointed two new directors and the former
directors resigned from the Board. The new directors  consisted of D. Davy Jones
and Robert  Koveleski.  John W. Gandy  resigned as President and Director of the
Company,  Ron E. Hendrix  resigned as Secretary  and Director and John F. Smith,
III resigned as Director of the Company.  The Board also appointed new officers,
by appointing D. Davy Jones as President and Chief Executive  Officer and Robert
Koveleski as Secretary.

      The new  Board  has  devised  a new  plan of  operations  which  seeks  to
integrate  race track  design and  development  operations  with a  professional
racing team and a national driving school network to leverage the popularity and
growth of the motor sports industry.

      For  the  next 12  months,  the  Company  anticipates  that  it will  need
$2,500,000  to fund event and  administrative  operations  and  provide  working
capital,  in addition  to funding  necessary  to acquire and develop  race track
projects.  The  Company  will seek debt  financing  to launch any new race track
projects and will seek equity funding or a combination of debt/equity  financing
for operations.


ITEM 3. CONTROLS AND PROCEDURES

      (A)   Evaluation Of Disclosure Controls And Procedures

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal  Executive  Officer and Principal  Financial Officer of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures  are,  in fact,  adequate  and  effective  to  ensure  that  material
information  relating to the Company  that is  required to be  disclosed  by the
Company in reports that it files or submits under the Securities Exchange Act of
1934, as amended,  is recorded,  processed,  summarized and reported  within the
time periods  specified in Commission  rules and accumulated and communicated to
the  Company's  management,   including  its  Principal  Executive  Officer  and
Principal  Financial  Officer,  to allow  timely  decisions  regarding  required
disclosure


                                       12
<PAGE>

      (B)   Changes In Internal Controls Over Financial Reporting

      In  connection  with the  evaluation of the  Company's  internal  controls
during the Company's  quarter ended September 30, 2005, the Company's  Principal
Executive Officer and Principal Financial Officer have determined that there are
no changes to the Company's internal controls over financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       13
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      Exhibits:

<TABLE>
<CAPTION>
Exhibit Number    Title of Document                                       Location
--------------    -----------------                                       --------

<S>               <C>                                                     <C>
3.1               Amended and Restated Certificate of Designation of      Provided herewith
                  the Series A Convertible Preferred Stock of American
                  Racing Capital, Inc.

10.1              Share Exchange Agreement, dated October 17, 2005, by    Incorporated by reference as Exhibit 99.1
                  and among the Company, American Racing Capital,         to Form 8-K filed on October 17, 2005
                  Inc., and the shareholders of American Racing
                  Capital, Inc.

10.2              Share Exchange Agreement, dated October 18, 2005, by    Incorporated by reference as Exhibit 99.1
                  and among the Company, ARC Development Corporation,     to Form 8-K filed on October 19, 2005
                  and the shareholders of ARC Development Corporation

31.1              Certification by Chief Executive Officer pursuant to    Provided herewith
                  15 U.S.C. Section 7241, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

31.2              Certification by Chief Financial Officer pursuant to    Provided herewith
                  15 U.S.C. Section 7241, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

32.1              Certification by Chief Executive Officer pursuant to    Provided herewith
                  18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


                                       14
<PAGE>

      (B)   Reports on Form 8-K:

      Current  Report on Form 8-K  filed by the  Company  on  October  17,  2005
pursuant to Item 1.01 (Entry Into of a Material  Definitive  Agreement)  whereby
the Company disclosed the entry into a Share Exchange  Agreement,  dated October
17, 2005, by and among the Company,  ARCI and the shareholders of ARCI,  whereby
the ARCI  Shareholders  exchanged with, and delivered to, the Company the issued
and outstanding  common stock of ARCI in exchange for 150,000,000  shares of the
Company's  Common  Stock,  par value $0.001,  and  1,000,000  shares of Series A
Convertible  Preferred  Stock,  par value  $0.001  per  share,  of the  Company.
Additionally,  the Company  disclosed the corporate  name change from  "Creative
Holdings & Marketing  Corporation" to "American  Racing  Capital,  Inc." and the
increase in the number of authorized shares from 50,000,000 to 500,000,000.

      Current  Report on Form 8-K  filed by the  Company  on  October  18,  2005
pursuant to Item 1.01 (Entry Into of a Material  Definitive  Agreement)  whereby
the Company disclosed the entry into a Share Exchange  Agreement,  dated October
17, 2005, by and among the Company,  ARCD and the shareholders of ARCD,  whereby
the ARCD  Shareholders  exchanged with, and delivered to, the Company the issued
and outstanding  common stock of ARCI in exchange for 235,000,000  shares of the
Company's  Common  Stock,  par value $0.001,  and  1,000,000  shares of Series A
Convertible Preferred Stock, par value $0.001 per share, of the Company.

      Current  Report  on Form 8-K  filed by the  Company  on  December  5, 2005
pursuant to Item 2.01  (Completion  of  Acquisition  or  Disposition  of Assets)
whereby the Company  reported the completion of the share exchange  transactions
with ARCI and ARCD, as well as the  unregistered  shares of securities that were
issued in connection  with the share exchange  transactions.  Additionally,  the
Company  disclosed the appointment of D. Davy Jones and Robert  Koveleski to the
Board of Directors,  and the  resignation  of John W. Gandy,  Ron E. Hendrix and
John F. Smith, III from the Board of Directors.

      Current  Report  on Form 8-K  filed by the  Company  on  December  9, 2005
pursuant to Item 4.01 (Changes in Registrant's  Certifying  Accountant)  whereby
the Company  disclosed  the  dismissal  of L.L.  Bradford & Company,  LLC as the
Company's  accountant  and the  engagement  of  Moore &  Associated  CHTD as the
Company's independent auditors.


                                       15
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

January 31, 2006                      AMERICAN RACING CAPITAL, INC.

                                      By: /s/ Davy Jones
                                          ------------------------------------
                                              Davy Jones
                                              Chief Executive Officer,
                                              President and Director



                                      By:  /s/ Robert Koveleski
                                          ------------------------------------
                                               Robert Koveleski
                                               Principal Financial Officer
                                               and Secretary


                                       16