UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      Quarterly Period Ended March 31, 2008





OR





 ̈ TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from _____ to ____.





Commission
      File No. 0-29057





AMERICAN
      RACING CAPITAL,INC.





(Exact
      Name of Registrant as
      Specified in its Charter)





State
                of Nevada
            
            87-0631750(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                #)





P.O.
      Box
      22002, San Diego, California 92192


(Address
      of Principal Executive Offices)




(888)-520-1030


Issuer’s
      Telephone Number





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 last 12 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 x Yes  ̈ No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting
      company.





Large
      accelerated filer  ̈ accelerated filer  ̈ non-accelerated filer  ̈ smaller
      reporting company 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




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date: As of March 15, 2008, there were
      31,309,449 shares of the issuer’s Common Stock, $.001 par value per
      share.








AMERICAN
      RACING CAPITAL, INC.





FORM
      10-Q





Table
      of
      Contents




PagePart
                I: Financial
                InformationItem
                1: Financial Statements (Unaudited)
            3
                -
                5Item
                2:Management’s Discussion and Plan of Operation
            9 -
                22Item
                3: Controls and Procedures
            23Part
                II: Other informationItem
                1: Legal Proceedings
            24Item
                2: Unregistered Sales of Equity Securities and Use
                of Proceeds
            25Item
                3: Defaults Upon Senior Securities
            25Item
                4: Submission of Matters to a Vote of Security Holders
            27Item
                5: Other Information
            27Item
                6: Exhibits
            27Signatures
            29









**AMERICAN
      RACING CAPITAL, INC.**





Balance
      Sheets





March
                31,
            
            March
                31,2008
            
            2007(unaudited)ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            48,092
            
            $
            1,635
            
        r="white">
            Prepaid
                expenses and
            
            $
            10,000Total
                Current Assets
            
            $
            58,092
            
            $
            1,635Fixed
                Assets Net
            
            $
            13,436Other
                AssetsGoodwill
            
            $
            1,074,698
            
            $Equity
                Investment
            
            $
            750,000
            
            $
            442,612TOTAL
                ASSETS
            
            $
            1,824,698
            
            $
            444,247LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            181,750
            
            $
            303,192Convertible
                debt payable
            
            $
            2,000,000
            
            $
            236,111Interest
                Payable on Convertible debt
            
            $
            71,482
            
            $
            42,500TOTAL
                CURRENT LIABILITIES
            
            $
            2,253,232
            
            $
            581,803STOCKHOLDERS'
                EQUITY (DEFICIT)Perfered
                stock 10,000,000 shares authorized at $0.001 par Value; 1,000,000
                shares
                issued and outstanding. Common stock 33,333,333 shares authorized
                at
                $0.001 par value; 31,309,449 shares issued and outstandingAdditional
                paid-in capital
            
            $
            7,401,653
            
            $
            5,744,021Accumulated
                deficit
            
            $
            6,169,,817
            
            $
            (5,910,568
            )Total
                Stockholders' Equity (Deficit)
            
            $
            (1,231,836
            )
            $
            (137,556
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            1,824,694
            
            $
            444,247




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


3




**AMERICAN
      RACING CAPITAL,INC** .


Statements
      of Operations


(unaudited)





For the Three
              Months Ended
              March 31,
              2008
            
            For the Three
              Months Ended
              March 31,
              2007SALES
            
            $
            99,530COST
                OF SALES
            
            $
            44,546Gross
                Profit
            
            $
            54,984EXPENSESConsulting
                and professional fees
            
            $
            181,250
            
            $
            378,636Administrative
            
            $
            121,111
            
            $
            70,689TOTAL
                EXPENSES
            
            $
            302,361
            
            $
            449,325Loss
                from operations
            
            $
            (247,377
            )
            $
            (449,325
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            $
            71,482
            
            $
            (98,333
            )Equity
                Loss
            
            
            
            
            $
            (913
            )Total
                Other (Expense)
            
            
            
            
            $
            (99,246
            )LOSS –
                BEFORE DISCONTUNED OPERATIONS $ 373,843
            
            $
            (548,571
            )NET
                (LOSS)
            
            $
            (2,276,028
            )
            $
            (548,571
            )NET
                (LOSS) PER COMMON SHAREBasic
                and diluted
            
            $
            (0.01
            )
            $
            (0.02
            )WEIGHTED
                  AVERAGE OUTSTANDING SHARES – Basic and diluted
            
            
            31,309,449
            
            
            26,444,371




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


4





**AMERICAN
      RACING CAPITAL, INC.**


(unaudited)





For
                the Three
              Months
                Ended
              March
                31,
              2008
            
            For
                the Three
              Months
                Ended
              March
                31,
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            (2.276,028
            )
            $
            (548,571
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Depreciation
                expense
            
            $
            1,893Amortization
                discount on convertible debt
            
            $
            297,843
            
            $
            83,333Changes
                in operating assets and liabilities:Loss
                from equity investment
            
            $
            (13,225
            )
            $
            913Common
                stock issued for services
            
            $
            1,661,589
            
            $
            366,000Fair
                value of warrants granted for debt Gain on discontinued
                operationsChanges
                in operating assets and liabilities:Prepaid
                expenses
            
            $
            10,000
            
            $
            755Accounts
                payable
            
            $
            254,472
            
            $
            75,842Net
                Cash Used by Operating Activities
            
            $
            (63,456
            )
            $
            (21,728
            )INVESTING
                ACTIVITIESPurchase
                of subsidiary investmentPurchase
                of fixed assetsNet
                Cash Used by Investing ActivitiesFINANCING
                ACTIVITIESDiscontinued
                OperationsCash
                in consolidated subsidiaryProceeds
                from notes payable-related party
            
            $
            104,489Net
                Cash Provided by Operating Activities
            
            $
            104,489Common
                stock issued for services
            
            $
            366,000NET
                (DECREASE) INCREASE IN CASH
            
            $
            41,033
            
            $
            (21,728
            )CASH
                AT BEGINNING OF PERIOD
            
            $
            7,390
            
            $
            23,363CASH
                AT END OF YEAR
            
            $
            48,423
            
            $
            1,635Cash
                Paid for InterestCash
                Paid for TaxesNon
                Cash debt of subsidiary assumed
            
            $
            655,784





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


5





**AMERICAN
      RACING CAPITAL, INC. AND SUBSIDIARY**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


(Unaudited)




**2.**  **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, 2007 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 March 31, 2008 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.




6





**2.**  **GOING
      CONCERN**





The
      Company’s financial statements are prepared using generally accepted accounting
      principles applicable to a going concern which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. The
      Company has generated significant losses from operations.





In
      order
      to continue as a going concern and achieve a profitable level of operations,
      the
      Company will need, among other things, to raise additional capital resources
      and
      to develop a consistent source of revenues. Management’s plans include raising
      additional operating funds from private placements of shares of its common
      stock.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plan described in the preceding paragraph
      and eventually attain profitable operations. The accompanying financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.




**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**




Employee
      stock based compensation - In December 2004, the Financial Accounting Standards
      Board issued Statement of Financial Accounting Standards (" 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 SFAS No. 153, 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.


7





The
      Company has issued stock and granted no warrants or options to employees for
      compensation for the three months ended March 31, 2008.




**4.**  **SIGNIFICANT
      EVENTS**




On
      July
      25, 2006, the Company entered into a Securities Purchase Agreement (the
      " Securities Purchase Agreement" ) with New Millennium Capital
      Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
      Partners, LLC (collectively, the " Investors " ).
      Under the terms of the Securities Purchase Agreement, the Investors purchased
      an
      aggregate of (i) $2,000,000 in callable convertible secured notes (the
      " Notes " )
      and (ii) seven year warrants to purchase 10,000,000 shares of the company’s
      common stock at an exercise price of $0.30 (the " Warrants " ).
      The Notes carry an interest rate of 6% per annum and a maturity date of July
      25,
      2009. Pursuant to the Securities Purchase Agreement, the Company must file
      a
      registration statement with the U.S. Securities and Exchange Commission within
      forty-five (45) days of the execution of the Securities Purchase Agreement.
      The notes are convertible into the Company’s common stock at the Applicable
      Percentage of the average of the lowest three (3) trading prices for the
      Company’s shares of Common Stock during the twenty (20) trading day period
      prior to conversion. The " Applicable
      Percentage " 
      means 50%; provided, however, that the Applicable Percentage shall be increased
      to (i) 55% in the event that a registration statement is filed within thirty
      days of the closing and (ii) 60% in the event that the registration statement
      becomes effective within one hundred and twenty days from the Closing. In
      addition, the Company has granted the investors a security interest in
      substantially all of its assets, as well as intellectual property and
      registration rights. The Company recorded an expense of $72,571 for the issuance
      of the warrants. The beneficial conversion feature attached to the convertible
      debt results in a discount of $1,000,000 which is being amortized over the
      36
      month term of the debt. The Company recorded amortization expense of $83,333
      during the three months ended March 31, 2008. A summary of the convertible
      debt
      as of March 31, 2008 is as follows:





Convertible
                Debt Payable
            
            $
            2,000,000Discount
            
            
            (763,889
            )Net
            
            $
            1,236,111




8





On
      November 21, 2006, the Company entered into a Shareholders’ Agreement whereby it
      acquired 51% of the outstanding shares of Motorsports & Entertainment of
      Tennessee, Inc., a Nevada corporation (" MET" ). MET holds a 80%
      interest in LJ&J Enterprises of Tennessee, Inc., a Tennessee corporation
      (" LJ&J" ). The Company has since acquired 80% of LJ &J
      .




Item
      2.
      Management’s Discussion and Analysis Or Plan Of Operation




***Forward-Looking
      Statements and Associated Risks*** *.* ****** *This
      Report contains forward-looking statements. Such forward-looking statements
      include statements regarding, among other things, (a)) our growth strategies,
      (b) anticipated trends in our industry, (c) our future financing plans, (d)
      our anticipated needs for working capital, (e) our lack of operational
      experience, and (f) the benefits related to ownership of our common stock.
      Forward-looking statements, which involve assumptions and describe our future
      plans, strategies, and expectations, are generally identifiable by use of the
      words " may,"  " should,"  " expect," 
" anticipate,"  " estimate,"  " believe," 
" intend,"  or " project"  or the negative of these words or
      other variations on these words or comparable terminology. These forward-looking
      statements are based largely on the Company’s expectations and are subject to a
      number of risks and uncertainties, including those described in " Business
      Risk Factors"  of the Company’s Form 10-KSB for the year ended December 31,
      2007. Actual results could differ materially from these forward-looking
      statements as a result of changes in trends in the economy and the industry,
      demand for the Company’s services,, competition, reductions in the availability
      of financing and availability of raw materials, and other factors. In light
      of
      these risks and uncertainties, there can be no assurance that the
      forward-looking statements contained in this Report will in fact occur as
      projected.* ****** *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.*


9




**Overview**


American
      Racing Capital, Inc. (the " Company " )
      was incorporated under the laws of the State of Nevada on September 8, 1998
      as
      Mega Health Corporation. On June 23, 1999, the name of the Company was changed
      to Altrimega Health Corporation. On July 25, 2002, the Company entered into
      a
      non-binding letter of intent with Creative Holdings, Inc., a South Carolina
      corporation (" Creative Holdings" ). Pursuant to that Letter of Intent
      and upon the consummation of a definitive agreement, the Company was to acquire
      Creative Holdings. A Merger Agreement was executed on August 15, 2002, between
      the Company, Altrimega Acquisition Company, a Nevada corporation, Creative
      Holdings, and the shareholders of Creative Holdings. On September 2, 2002,
      the
      Company, Creative Holdings and the shareholders of Creative Holdings amended
      the
      Merger Agreement and restructured the merger into a stock exchange transaction,
      whereby Creative Holdings would become a wholly-owned subsidiary of the Company.
      The share exchange was completed on October 17, 2002, at which time, Creative
      Holdings became a wholly owned subsidiary of the Company.




Pursuant
      to the Share Exchange Agreement (effective retroactively as of August 15, 2002),
      by and among the Company, Creative Holdings and the shareholders of Creative
      Holdings, the shareholders exchanged with and delivered to the Company 100%
      of
      the issued and outstanding capital stock of Creative Holdings in exchange for
      20,000,000 shares of common stock of the Company and 1,000,000 shares of Series
      A Convertible Preferred Stock of the Company. Each share of Series A Convertible
      Preferred Stock was convertible into 300 shares of common stock of the Company.
      Between December 21, 2004 and January 5, 2005, the Company entered into releases
      with each holder of the Company’s 1,000,000 shares of Series A Preferred Stock,
      which resulted in the cancellation of all of the Company’s outstanding shares of
      Series A Preferred Stock.




On
      October 17, 2005, the Company entered into a Share Exchange Agreement, by and
      among the Company, American Racing Capital, Inc., a Nevada company
      (" ARCI " )
      and the shareholders of ARCI, pursuant to which, the shareholders of ARCI
      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, which can be converted
      at any time into three hundred (300) fully paid, nonassessable shares of the
      Company’s common stock. As a result of the Share Exchange Agreement, on October
      19, 2005, ARCI became a wholly-owned subsidiary of the Company and the
      shareholders of Fast One Inc., Davy Jones Motorsports, Inc. and ARCI became
      controlling shareholders of the Company.


10





On
      October 18, 2005, the Company entered into a Share Exchange Agreement, by and
      among the Company, ARC Development Corporation, a Nevada corporation
      (" ARCD " )
      and the shareholders of ARCD. Pursuant to the Share Exchange Agreement, the
      shareholders of ARCD exchanged with, and delivered to, ARC all of 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, which
      can be converted at any time into three hundred (300) fully paid, nonassessable
      shares of the Company’s Common Stock. As a result of the Share Exchange
      Agreement, on October 19, 2005, ARCD became a wholly-owned subsidiary of the
      Company.




As
      a
      result of the share exchange transactions, in October 2005, the Company adopted
      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.




On
      March
      20, 2006, the Board of Directors of the Company, in lieu of a special meeting
      and pursuant to unanimous written consent, approved a one for one hundred
      (1-for-100) reverse stock split (the " Reverse
      Stock Split " )
      of the Company’s issued and outstanding, which became effective on March 30,
      2006 (the " Effective
      Date " ).
      On the Effective Date, the Company’s issued and outstanding common stock was
      reduced based on the 1-for-100 ratio and the new trading symbol for the Company
      was changed to ‘ANRC’.




On
      October 27, 2006, the Company entered in a Settlement Agreement and General
      Release with D. Davy Jones whereby it returned the shares of FastOne, Inc.
      and
      Davy Jones Motorsports, Inc. to Mr. Jones for 1,500,000 shares of its common
      stock and 1,000,000 shares of its preferred stock. As additional consideration
      for termination of his employment contract, the Company agreed to pay Mr. Jones
      $240,000 over 24 months.




11





**Critical
      Accounting Policies And Estimates**




Management’s
      discussion and analysis of the Company’s financial condition and results of
      operations are based upon the Company’s 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. The Company based its 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**


The
      Company recognizes revenue when services have been provided and collection
      is
      reasonably assured.





**Principles
      Of Consolidation**


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
      shareholders of ARCI 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,
      which can be converted at any time into three hundred (300) fully paid,
      nonassessable shares of the Company’s common stock. As a result of the Share
      Exchange Agreement, on October 19, 2005, ARCI became a wholly-owned subsidiary
      of the Company. The shareholders of Fast One, Inc., DJ Motorsports, Inc. and
      ARCI became the controlling shareholders of the Company. Accordingly, the
      financial statements of Fast One, Inc., DJ Motorsports, Inc. and ARCI are
      presented as the historical financial statements of the Company. The
      consolidated financial statements shown in this report include the historical
      operating information of the Fast One, Inc., Davy Jones Motorsports, Inc. and
      ARCI.  All
      intercompany transactions have been eliminated.


12




**Results
      Of Operations**




**For
      The Three Months Ended March 31, 2008 Compared To The Three Months Period Ended
      March 31, 2007**




**Revenues**




Revenue
      from continuing operations for the three months ended March 31, 2008, was
      $99,530 compared to $-0- in revenue for the three month period ended March
      31,
      2007. The Company accounts for its investment in LJ&J under the equity
      method of accounting accordingly and revenues are recognized in the financial
      statements.




**Operating
      expenses**





Operating
      expenses from continuing operations for the three months ended March 31, 2008
      were $302,361, as compared to $449,325, for the three months ended March 31,
      2007. Operating expenses in 2007 consisted of $378,636 in consulting and
      professional fees paid in connection with acquisitions being considered and
      $70,689 in general and administrative expenses.




**Net
      (loss)**





****** The
      Company had a net loss of $ 2,276,028 for the three months ended March 31,
      2008,
      as compared to a net loss of $548,571for the three months ended March 31, 2007.
      The increased loss of $1,727,457 was mostly attributable to the value of the
      shares of common stock and warrants issued to consultants valued at
      $1,661,589


13


**Liquidity
      And Capital Resources**




Our
      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. We have incurred losses since
      inception. We incurred a net loss of $2,276,028 for the three months ended
      March
      31, 2008, and have an accumulated deficit of $6,169,817at March 31, 2008. As
      of
      March 31, 2008, we had current assets of $58,092 and current liabilities of
      $2,253,232 resulting in a working capital deficit of $2,217,936.




For
      the
      three months ended March 31, 2008, the Company used net cash in its operations
      of $61,231, no cash was used in investing activities and no cash was provided
      by
      financing activities.




Included
      in our liabilities, is $2,000,000 in convertible debt net of the discount for
      the beneficial conversion feature of $1,527,778. Notes payable to related
      parties of $328,282 are also included in our liabilities. In the third quarter
      of 2006, the Company secured funding through the issuance of notes and warrants.
      On July 25, 2006, the Company entered into a Securities Purchase Agreement
      (the " Securities Purchase Agreement" ) with New Millennium Capital
      Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
      Partners, LLC (collectively, the " Investors " ).
      Under the terms of the Securities Purchase Agreement, the Investors purchased
      an
      aggregate of (i) $2,000,000 in callable convertible secured notes (the
      " Notes " )
      and (ii) seven year warrants to purchase 10,000,0000 shares of the Company’s
      common stock at an exercise price of $0.30 (the " Warrants " ).
      The Notes carry an interest rate of 6% per annum and a maturity date of July
      25,
      2009. The notes are convertible into the Company’s common shares at fifty
      percent (50%) (the " Applicable
      Percentage " )
      of the average of the lowest three (3) trading prices for our shares of common
      stock during the twenty (20) trading day period prior to conversion. However,
      the Applicable Percentage shall be increased to (i) 55% in the event that a
      registration statement is filed within thirty days of the closing and (ii)
      60%
      in the event that the registration statement becomes effective within one
      hundred and twenty days from the Closing. In addition, the Company has granted
      the investors a security interest in substantially all of its assets and
      intellectual property as well as registration rights.


14




**Plan
      Of Operation**




The
      Company’s plan of operations 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 for general
      working capital purposes, including funds for event and administrative
      operations, 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.




**RISK
      FACTORS**




**Risks
      Related To Our Business**




***We
      are subject to various risks that may materially harm our business, financial
      condition and results of operations. You should carefully consider the risks
      and
      uncertainties described below and the other information in this filing before
      deciding to purchase our common stock. If any of these risks or uncertainties
      actually occurs, our business, financial condition or operating results could
      be
      materially harmed. In that case, the trading price of our common stock could
      decline.***




**We
      Have Historically Lost Money And Losses May Continue In The Future, And This
      May
      Adversely Impact Our Business.**




Since
      our
      inception, through March 31, 2008 we have not been profitable and have lost
      money on both a cash and non-cash basis. For the three months ended March 31,
      2008, we incurred a net loss of $2,276,028. As of March 31, 2008, our
      accumulated deficit was $6,169,817. Future losses are likely to occur, as we
      are
      dependent on spending money to evaluate and pursue motor sports development
      projects. No assurances can be given that we will be successful in maintaining
      operations or reaching profitable operations. Accordingly, we may continue
      to
      experience liquidity and cash flow problems.


15




**Our
        Limited Operating History Makes It Difficult Or Impossible To Evaluate Our
        Performance And Make Predictions About Our Future**
  Due
        to
        our limited operating history, it is difficult to make an evaluation of our
        future performance can be made. You should be aware of the difficulties normally
        encountered by motorsports companies similarly situated to us and the high
        rate
        of failure of such enterprises. If we do not successfully address the risks
        facing us, then our future business prospects will be significantly limited
        and,
        as a result, the trading price of our common stock would likely decline
        significantly. You should consider the likelihood of our future success in
        view
        of our limited operating history, as well as the complications frequently
        encountered by other companies in the early stages of development. If we
        encounter problems, additional costs, difficulties, complications or delays
        in
        connection with our motorsports activities, it will have a material adverse
        effect on its business, results of operations and financial condition, and
        as a
        result, we could be forces to cease our business operations.
  **We
        Will Need To Raise Additional Capital Or Debt Funding To Sustain Operations,
        And
        Our Inability To Obtain Adequate Financing May Result In Us Curtailing or
        Ceasing Our Business Operations**
  Unless
        we
        can become profitable, we will require additional capital to commence and
        sustain operations and will need access to additional capital or additional
        debt
        financing to grow. In addition, to the extent that we have a working capital
        deficit and we will need to raise capital to repay the deficit and provide
        more
        working capital to permit growth in revenues. We cannot assure you that
        financing whether from external sources or related parties will be available
        if
        needed or on favorable terms. Our inability to obtain adequate financing
        will
        result in the need to reduce the pace of implementing our business objectives.
        Any of these events could be materially harmful to our business, which would
        force us to curtail or cease our business operations, thus resulting in a
        lower
        stock price.
  16
  **We
        Have Been The Subject Of A Going Concern Opinion From December 31, 2006 and
        2005. From Our Independent Auditors, Which Means That We May Not Be Able
        To
        Continue Operations Unless We Can Become Profitable or Obtain Additional
        Funding**
  Our
        independent auditors had added an explanatory paragraph to their audit opinions
        issued in connection with our financial statements for the year ended December
        31, 2007, which stated that the financial statements raise substantial doubt
        as
        to our ability to continue as a going concern. Our ability to make operations
        profitable or obtain additional funding will determine our ability to continue
        as a going concern. Our financial statements do not include any adjustments
        that
        might result from the outcome of this uncertainty. We will have to raise
        additional funds to meet our current obligations and to cover operating expenses
        through the year ending December 31, 2008. If we are not successful in raising
        additional capital we may not be able to continue as a going
        concern.
  **We
        Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
        On
        March 31, 2007 Were Not Sufficient To Satisfy Our Current
        Liabilities**
  As
        of
        March 31, 2008, we had current assets of $58,092 and current liabilities
        of
        $2,253,232 resulting in a working capital deficit of $2,195,140. Current
        assets
        are assets that are expected to be converted to cash within one year and,
        therefore, may be used to pay current liabilities as they become due. Our
        working capital deficit means that our current assets on March 31, 2008 were
        not
        sufficient to satisfy all of our current liabilities on that date. We will
        have
        to raise capital or debt to fund the deficit or cease our business
        operations.
  **Our
        Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
        Significantly, And This May Adversely Affect Your
        Investment**
  There
        has
        been a limited public market for our common stock and there can be no assurance
        that a more active trading market for our common stock will develop. An absence
        of an active trading market could adversely affect our shareholders’ ability to
        sell our common stock in short time periods, or possibly at all. Our common
        stock has experienced in the past, and is likely to experience in the future,
        significant price and volume fluctuations, which could adversely affect the
        market price of our common stock without regard to our operating performance.
        In
        addition, we believe that factors such as changes in the overall economy
        or the
        condition of the financial markets could cause the price of our common stock
        to
        fluctuate substantially. These fluctuations may also cause short sellers
        to
        enter the market from time to time in the belief that we will have poor results
        in the future. We cannot predict the actions of market participants and,
        therefore, can offer no assurances that the market for our stock will be
        stable
        or appreciate over time.
  17
  **Our
        Common Stock Is Deemed To Be " Penny Stock,"  Which May Make It More
        Difficult For Investors To Sell Their Shares Due To Suitability
        Requirements**
  Our
        common stock is deemed to be "penny stock" as that term is defined in
        Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as
        amended. These requirements may reduce the potential market for our common
        stock
        by reducing the number of potential investors. This may make it more difficult
        for investors in our common stock to sell shares to third parties or to
        otherwise dispose of them. This could cause our stock price to decline. Penny
        stocks are stock:
  ·
              With
                  a price of less than $5.00 per
                  share;
  ·
              That
                  are not traded on a "recognized" national
                  exchange;
 
 ·
              Whose
                  prices are not quoted on the NASDAQ automated quotation system
                  (NASDAQ
                  listed stock must still have a price of not less than $5.00 per
                  share);
                  or
 
 ·
              In
                  issuers with net tangible assets less than $2.0 million (if the
                  issuer has
                  been in continuous operation for at least three years) or $10.0
                  million (if in continuous operation for less than three years),
                  or with
                  average revenues of less than $6.0 million for the last three
                  years.
  Broker/dealers
        dealing in penny stocks are required to provide potential investors with
        a
        document disclosing the risks of penny stocks. Moreover, broker/dealers are
        required to determine whether an investment in a penny stock is a suitable
        investment for a prospective investor.
  **Additional
        Financing May Potentially Dilute The Value Of Our Stockholders’
Shares**
  We
        will
        need to raise additional capital to fund our anticipated future expansion
        and
        implement our business plan. Any additional financing may also involve dilution
        to our then-existing stockholders, which could result in a decrease in the
        price
        of our common stock.
  18
  **We
        Depend On Key Personnel And Our Failure To Attract Or Retain Key Personnel
        Could
        Harm Our Business**
  Our
        success largely depends on the efforts and abilities of our key executive
        and
        consultants, including our President and Chief Executive Officer. The loss
        of
        the services of Mr. A. R. Koveleski could materially harm our business because
        of the cost and time necessary to replace and train a replacement. Such a
        loss
        would also divert management attention away from operational
        issues.
  **New
        Business Ventures Or Acquisitions That We May Undertake Would Involve A Number
        Of Inherent Risks, Any Of Which Could Cause Us Not To Realize The Benefits
        Anticipated To Result.**
  We
        continually seek to expand our operations through acquisitions of businesses
        and
        assets. These transactions involve various inherent risks, such as:
 
 ·
              uncertainties
                  in assessing the value, strengths, weaknesses, contingent and other
                  liabilities and potential profitability of acquisition or other
                  transaction candidates;
 
 ·
              the
                  potential loss of key personnel of an acquired
                  business;
 
 ·
              the
                  ability to achieve identified operating and financial synergies
                  anticipated to result from an acquisition or other
                  transaction;
 
 ·
              problems
                  that could arise from the integration of the acquired or new
                  business;
 
 ·
              unanticipated
                  changes in business, industry or general economic conditions that
                  affect
                  the assumptions underlying the acquisition or other transaction
                  rationale;
                  and
 
 ·
              unexpected
                  development costs that adversely affect our
                  profitability.
  Any
        one
        or more of these factors could cause us not to realize the benefits anticipated
        to result from the acquisition of businesses or assets or the commencement
        of a
        new business venture.
  19
  **We
        Are Subject To New Corporate Governance And Internal Controls Reporting
        Requirements, And Our Costs Related To Compliance With, Or Our Failure To
        Comply
        With Existing And Future Requirements Could Adversely Affect Our
        Business.**
  We
        face
        new corporate governance requirements under the Sarbanes-Oxley Act of 2002,
        as
        well as new rules and regulations subsequently adopted by the SEC. These
        laws,
        rules and regulations continue to evolve and may become increasingly stringent
        in the future. In particular, we will be required to include management and
        auditor reports on internal controls as part of our annual report for the
        year
        ended December 31, 2007 pursuant to Section 404 of the Sarbanes-Oxley Act.
        We
        cannot assure you that we will be able to fully comply with these laws, rules
        and regulations that address corporate governance, internal control reporting
        and similar matters. Failure to comply with these laws, rules and regulations
        could materially adversely affect our reputation, financial condition and
        the
        value of our securities.
 
 **Our
        Success Will Depend Partly On Our Ability To Operate Without Infringing On
        Or
        Misappropriating The Proprietary Rights Of Others.**
  We
        may be
        sued for infringing on the intellectual property rights or misappropriating
        the
        proprietary rights of others. Intellectual property litigation is costly,
        and,
        even if we prevail, the cost of such litigation could adversely affect our
        business, financial condition and results of operations. In addition, litigation
        is time consuming and could divert management attention and resources away
        from
        our business. If we do not prevail in any litigation, we could be required to
        stop the infringing activity and/or pay substantial damages. Under some
        circumstances in the United States, these damages could be triple the actual
        damages the patent holder incurs. If we have supplied infringing products
        to
        third parties for marketing or licensed third parties to manufacture, use
        or
        market infringing products, we may be obligated to indemnify these third
        parties
        for any damages they may be required to pay to the patent holder and for
        any
        losses the third parties may sustain themselves as the result of lost sales
        or
        damages paid to the patent holder.
  20
  If
        a
        third party holding intellectual property rights successfully asserts an
        infringement claim with respect to any of our products, we may be prevented
        from
        manufacturing or marketing our infringing product in the country or countries
        covered by the patent we infringe, unless we can obtain a license from the
        patent holder. Any required license may not be available to us on acceptable
        terms, or at all. Some licenses may be non-exclusive, and therefore, our
        competitors may have access to the same technology licensed to us. If we
        fail to
        obtain a required license or are unable to design around a patent, we may
        be
        unable to market some of our anticipated products, which could have a material
        adverse effect on our business, financial condition and results of
        operations.
  **Shareholders
        Must Rely On Management For The Operation Of The Company.**
  All
        decisions with respect to the operation of ANRC and development, production
        and
        marketing of our products and services, will be made exclusively by management.
        Our success will, to a large extent, depend on the quality of the management
        of
        the Company. In particular, we will depend on the services of our board members
        and officers. Management believes that these individuals have the necessary
        business experience to supervise the management of the company and production
        and commercial exploitation of our products, however, there can be no assurance
        that they will perform adequately or that our operations will be successful.
        Shareholders will have no right or power to take part in the management of
        the
        company, for the most part, except to the extent of voting for the members
        of
        the Board of Directors each year. Accordingly, no person should purchase
        any of
        the stock offered hereby unless such prospective purchaser is willing to
        entrust
        all aspects of the management of the company to management and has evaluated
        management’s capabilities to perform such functions.
  21
  **We
        May Issue Additional Preferred Stock In The Future, And The Terms Of The
        Preferred Stock May Reduce The Value Of Your Common Stock.**
  We
        are
        authorized to issue up to 10,000,000 shares of preferred stock in one or
        more
        series. Our Board of Directors will be able to determine the terms of preferred
        stock without further action by our stockholders. We have designated 2,000,000
        shares of preferred stock as Series A Convertible Preferred Stock which is
        convertible into 300 shares of common stock, 1,000,000 of which were issued
        to
        management and are outstanding as of March 13, 2008. To the extent we issue
        preferred stock, it could affect your rights or reduce the value of your
        common
        stock. In particular, specific rights granted to future holders of preferred
        stock could be used to restrict our ability to merge with or sell our assets
        to
        a third party. These terms may include voting rights, and may include
        preferences as to dividends and liquidation, conversion and redemption rights,
        and sinking fund provisions.
  **We
        Have Not, And Currently Do Not Anticipate, Paying Dividends On Our Common
        Stock.**
  We
        have
        never paid any dividend on our common stock and do not plan to pay dividends
        on
        our common stock for the foreseeable future. We currently intend to retain
        future earnings, if any, to finance operations, capital expenditures and
        to
        expand our business.
  **There
        Is A Limited Market For Our Common Stock Which Makes It Difficult For Investors
        To Engage In Transactions In Our Securities.**
  Our
        common stock is quoted on the Over the Counter Bulletin Board under the symbol
        " AMRA."
  There
        is
        a limited trading market for our common stock. If public trading of our common
        stock does not increase, a liquid market will not develop for our common
        stock.
        The potential effects of this include difficulties for the holders of our
        common
        shares to sell our common stock at prices they find attractive. If liquidity
        in
        the market for our common stock does not increase, investors in our company
        may
        never realize a profit on their investment.
  22
  **Our
        Stock Is Thinly Traded, Which Can Lead To Price Volatility And Difficulty
        Liquidating Your Investment.**
  The
        trading volume of our stock has been low, which can cause the trading price
        of
        our stock to change substantially in response to relatively small orders.
        In
        addition, during the last two fiscal years and interim quarters, our common
        stock has traded pre-split as low as $0.11 and as high as $12.00, and post-split
        as low as $0.18 and as high as $0.60. The average price for the past three
        months has been $0.42. Both volume and price could also be subject to wide
        fluctuations in response to various factors, many of which are beyond our
        control, including actual or anticipated variations in quarterly and annual
        operating results and general market perception. An absence of an active
        trading
        market could adversely affect our shareholders’ ability to sell our common stock
        in short time periods, or possibly at all. In addition, we believe that factors
        such as changes in the overall economy or the condition of the financial
        markets
        could cause the price of our common stock to fluctuate substantially. These
        fluctuations may also cause short sellers to enter the market from time to
        time
        in the belief that we will have poor results in the future. We cannot predict
        the actions of market participants and, therefore, can offer no assurances
        that
        the market for our stock will be stable or appreciate over time.
  **A
        Sale Of A Substantial Number Of Shares Of Our Common Stock May Cause The
        Price
        Of Our Common Stock To Decline.**
  If
        our
        shareholders sell substantial amounts of our common stock in the public market,
        including shares issued upon the exercise of outstanding options or warrants,
        the market price of our common stock could fall. These sales also may make
        it
        more difficult for us to sell equity or equity-related securities in the
        future
        at a time and price that we deem reasonable or appropriate.
  **Item
        2. Unregistered Sales of Securities**
 
 The
        Company had no unregistered sales of equity securities.
 
  **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, / Principal Accounting 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 / Principal Accounting
        Officer has 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 / Principal Accounting
        Officer, to allow timely decisions regarding required disclosure
  23
  **(B)**  **Changes
        In Internal Controls Over Financial Reporting**
  In
        connection with the evaluation of the Company’s internal controls during the
        Company’s fiscal quarter ended March 31, 2008, the Company’s Principal
        Executive Officer /Interim Principal Accounting Officer has 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.
  **PART
        II**
  **OTHER
        INFORMATION**
  **Item
        1.**  **Legal
        Proceedings**
  On
        March
        29, 2007, D.Davy Jones ("Jones") filed a complaint against the Company in
        the
        Ninth Judicial District of the State of Nevada in Douglas County (the
        "Complaint").  The Company entered in a Settlement Agreement and General
        Release with D. Davy Jones whereby it returned the shares of its former
        subsidiaries FastOne, Inc. and Davy Jones Motorsports, Inc. to Mr. Jones
        for
        1,500,000 shares of its common stock and 1,000,000 shares of its preferred
        stock. As additional consideration for termination of his employment contract,
        the Company agreed to pay Mr. Jones $240,000 over 24 months. The Company
        is
        currently in settlement discussions with Mr. Jones regarding the payments
        due
        under the Settlement Agreement.
  24
  **Item
        2.**  **Changes
        In Securities**
  None.
  **Item
        3.**  **Defaults
        Upon Senior Securities**
  25
 ARC
  26
  **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:**
  **Exhibit Number**
              
              **Title of Document**
              
              **Location**3.2
              
              Certificate
                  of Designation of the Series A Convertible Preferred Stock of American
                  Racing Capital, Inc.
              
              Incorporated
                  by reference as Exhibit 3.2 to Form 8-K filed on December 5,
                  200510.1
              
              Share
                  Exchange Agreement, dated October 17, 2005, by and among the Company,
                  American Racing Capital, Inc., and the shareholders of American
                  Racing
                  Capital, Inc.
              
              Incorporated
                  by reference as Exhibit 99.1 to Form 8-K filed on October 17,
                  200510.2
              
              Share
                  Exchange Agreement, dated October 18, 2005, by and among the Company,
                  ARC
                  Development Corporation, and the shareholders of ARC Development
                  Corporation
              
              Incorporated
                  by reference as Exhibit 99.1 to Form 8-K filed on October 19,
                  200510.3
              
              Securities
                  Purchase Agreement dated July 25, 2006, by and among the Company
                  and New
                  Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                  AJW
                  Offshore, Ltd. and AJW Partners, LLC
              
              Incorporated
                  by reference as Exhibit 4.1 to Form 8-K filed on August 4,
                  200610.4
              
              Form
                  of Callable Convertible Secured Note by and among New Millennium
                  Capital
                  Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
                  and AJW
                  Partners, LLC
              
              Incorporated
                  by reference as Exhibit 4.2 to Form 8-K filed on August 4,
                  200610.5
              
              Form
                  of Stock Purchase Warrant issued to New Millennium Capital Partners
                  II,
                  LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC
              
              Incorporated
                  by reference as Exhibit 4.3 to Form 8-K filed on August 4,
                  2006
  27
  10.6
              
              Registration
                  Rights Agreement dated July 25, 2006 by and among New Millennium
                  Capital
                  Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
                  and AJW
                  Partners, LLC
              
              Incorporated
                  by reference as Exhibit 4.4 to Form 8-K filed on August 4,
                  200610.7
              
              Security
                  Agreement dated July 25, 2006 by and among the Company and New
                  Millennium
                  Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                  Ltd.
                  and AJW Partners, LLC
              
              Incorporated
                  by reference as Exhibit 4.5 to Form 8-K filed on August 4,
                  200610.8
              
              Intellectual
                  Property Security Agreement dated July 25, 2006 by and among the
                  Company
                  and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                  LLC,
                  AJW Offshore, Ltd. and AJW Partners, LLC
              
              Incorporated
                  by reference as Exhibit 4.6 to Form 8-K filed on August 4,
                  200631.1
              
              Certification
                  by Chief Executive Officer pursuant to 15 U.S.C. Section 7241,
                  as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
              
              Provided
                  herewith32.1
              
              Certification
                  by Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              
              Provided
                  herewith
  **(b)**  **Reports
        on Form 8-K:**
  On
        March
        13, 2008, the Company filed a Current Report on 8-K announcing that effective
        April 10, 2008, Steven B. Pinson resigned as interim principal accounting
        officer and CFO.
  28
  **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.
  AMERICAN
                  RACING CAPITAL, INC.Date:
                  May 20, 2008By:
              /s/
                  A. Robert KoveleskiA.
                  Robert KoveleskiPresident,Chief Execuitiver Officer and DirectorBy:
              /s/A.Robert
                  KoveleskiA.
                  Robert KoveleskiSecretary, and Principal Accounting Officer and Secretary
  29