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 JUNE 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 of                  (I.R.S. Employer I.D. No.)
     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 24, 2005 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
                                  JUNE 30, 2005
                                   (Unaudited)

                                                  ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS
  Cash
<S>                                                                       <C>
  Accounts receivable                                                     $ 467,220
                                                                             31,370

    Total Current Assets                                                    498,590


OTHER ASSETS
  Deposits                                                                   35,000
  Accounts receivable-related party                                          59,160
                                                                          ---------

                                                                          $ 592,750
                                                                          =========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable - related parties                                         84,402
  Accounts payable and accrued expenses                                     103,435

    Total Current Liabilities                                               187,837
                                                                          ---------

MINORITY INTEREST                                                            87,879


COMMITMENTS AND CONTINGENCIES                                                    --

STOCKHOLDERS'  EQUITY
  Preferred stock 10,000,000 shares authorized at $0.001 par value;
    No shares issued and outstanding                                             --
  Common stock 50,000,000 shares authorized at $0.001 par value;
    49,139,950 shares issued and outstanding                                 49,140
  Additional paid in capital                                                382,560
  Retained earnings                                                        (114,666)
                                                                          ---------

    Total Stockholders' Equity                                              317,034
                                                                          ---------

                                                                          $ 592,750
                                                                          =========
</TABLE>
   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 JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                     June 30,         June 30,
                                                       2005             2004
                                                   ------------    ------------

SALES                                              $  1,733,022    $         --

COST OF SALES                                         1,205,269           1,629
                                                   ------------    ------------
  Gross Profit                                          527,753          (1,629)
                                                   ------------    ------------
EXPENSES
  Consulting and professional fees                       26,250              --
  Administrative                                         87,162          28,801
                                                   ------------    ------------
    TOTAL EXPENSES                                      113,412          28,801
                                                   ------------    ------------
Income (loss) from operations                           414,341         (30,430)

OTHER INCOME (EXPENSE)
   Interest Expense                                        (112)         (8,252)
   Other income
                                                             --            (372)
                                                   ------------    ------------

    TOTAL OTHER (EXPENSE)                                  (112)         (8,624)
                                                   ------------    ------------
Income (loss) - before minority interest                414,229         (39,054)
LESS MINORITY INTEREST                                  104,564           3,765
                                                   ------------    ------------
Income (loss) - before provision for income taxes       309,665         (35,289)
Provision for income taxes                                   --              --
                                                   ------------    ------------
                                                   $    309,665    $    (35,289)
                                                   ============    ============
NET LOSS PER COMMON SHARE
                                                   $       0.01    $         --
                                                   ------------    ------------
AVERAGE  OUTSTANDING SHARES
  Basic and diluted                                  49,139,950      49,139,950
                                                   ------------    ------------
   The accompanying notes are an integral part of these financial statements.

                                       4
                                     <PAGE>
                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
               (FKA ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

                                                      June 30,         June 30,
                                                       2005            2004
                                                   ------------    ------------

SALES                                              $  3,481,623    $         --

COST OF SALES                                         2,506,269           1,629
                                                   ------------    ------------
  Gross Profit                                          975,354          (1,629)
                                                   ------------    ------------
EXPENSES
  Consulting and professional fees                       52,500              --
  Administrative                                        119,962          55,123
                                                   ------------    ------------
    TOTAL EXPENSES                                      172,462          55,123
                                                   ------------    ------------
Income (loss) from operations                           802,892         (56,752)

OTHER INCOME (EXPENSE)
   Interest Expense                                      (9,806)        (19,907)
   Other income                                              --           2,778
                                                   ------------    ------------
    TOTAL OTHER (EXPENSE)                                (9,806)        (17,129)
                                                   ------------    ------------
Income (loss) - before minority interest                793,086         (73,881)
LESS MINORITY INTEREST                                  190,590           7,958

Income (loss) - before provision for income taxes       602,496         (65,923)
                                                   ------------    ------------
Provision for income taxes                                   --              --
                                                   ------------    ------------
                                                   $    602,496         (65,923)
                                                   ============    ============
NET LOSS PER COMMON SHARE
  Basic and diluted                                $       0.01    $      (0.00)
                                                   ------------    ------------
WEIGHTED AVERAGE  OUTSTANDING SHARES
  Basic and diluted                                  49,139,950      49,139,950
                                                   ------------    ------------

   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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     June 30,        June 30,
                                                                                       2005           2004
                                                                                   -----------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                <C>            <C>
  Net income (loss)                                                                $   602,496    $   (65,923)

  Adjustments to reconcile net loss to net cash provided by operating activities
     Minority interest                                                                  55,591         (7,958)

  Changes in operating assets and liabilities
    Properties held for development or sale                                          1,612,448       (722,634)
    Accounts receivable                                                                (29,531)            --
    Accounts receivable-related party                                                       --          3,000
    Accounts payable-related                                                          (192,456)         1,912
    Accounts payable                                                                   (56,308)        89,787
     Cash overdraft                                                                         --         18,502

      Net Cash from Operations                                                       1,992,240       (683,314)
                                                                                   -----------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                                        --             --
                                                                                   -----------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from notes payable, net of payments                                              --        681,575
  Payments on notes payable                                                         (1,528,312)            --
                                                                                   -----------    ------------
       Net cash provided (used) by financing activities                             (1,528,312)       681,575
                                                                                   -----------    ------------

  Net Increase (decrease) in Cash                                                      463,928         (1,739)

  Cash at Beginning of Period                                                            3,292          1,739
                                                                                   -----------    ------------
  Cash at End of Period                                                            $   467,220    $        --
                                                                                   ===========    =============
  Supplemental disclosure of cash flow information                                 $    19,907    $    11,655
                                                                                   -----------    ------------
     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
                                  JUNE 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 June 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 six months ended June 30, 2005.

3.    NOTES PAYABLE

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

4.    RELATED PARTY TRANSACTIONS

      Accounts receivable - related party - As of June 30, 2005, the Company has
      made a non-interest  bearing,  due on demand loan to the minority interest
      holder of Sea  Garden  Funding,  LLC,  which as of June 30,  2005  totaled
      $59,160.

      Accounts   payable   -   related   parties   -  As  of  June   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 $84,402.

                                       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.

5.    EXCHANGE AGREEMENT

      On December  17, 2004,  the Company  signed a  definitive  Share  Exchange
      Agreement to acquire all of the outstanding  shares of common stock of Top
      Gun Sports &  Entertainment,  Inc., ("Top Gun Sports") in exchange for the
      issuance of 15,750,000 shares of the Company's common stock to the current
      shareholders  of Top  Gun  Sports.  The  closing  of the  transaction  was
      conditioned  upon the  Company's  shareholders  approving  a change of the
      Company's  name to Top Gun Sports &  Entertainment,  Inc.,  a  1-for-1,000
      reverse  stock split,  and Top Gun Sports  receiving a minimum of $750,000
      through a private placement of convertible debt.

      On  March  30,  2005,  the  parties  to  the  Share   Exchange   Agreement
      memorialized an amendment to the agreement, eliminating certain conditions
      of closing to the transaction,  including that the Company sell the assets
      of the Creative Holdings,  Inc.  subsidiary and that Top Gun have obtained
      lease agreements and permits prior to closing.

      On May 9, 2005 the Company terminated the Share Exchange Agreement,  dated
      December  17,  2004,  by and  between  the  Company  and Top Gun  Sports &
      Entertainment,  Inc. based upon the terms of the Share Exchange Agreement.
      The Board of Directors  (the "Board") of the Company has  determined  that
      the  necessary   approval  of  certain   aspects  of  the  transaction  as
      contemplated  by the  Share  Exchange  Agreement  was not made in a timely
      manner as set forth in the Share Exchange Agreement.

6.    SUBSEQUENT EVENTS

      On August 25, 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 increase the authorized number of shares of capital
      from  50,000,000 to  500,000,000.  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."

      The Company  entered into a Share  Exchange  Agreement,  dated October 17,
      2005, by and among the Company,  American Racing  Capital,  Inc., a Nevada
      corporation   ("ARCI")   and  the   shareholders   of  ARCI   (the   "ARCI
      Shareholders").   Pursuant  the  Share   Exchange   Agreement,   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,  par value  $0.001  (the  "Common
      Stock") and 1,000,000 shares of Series A Convertible  Preferred Stock, par
      value $0.001 per share (the  "Series A Preferred  Stock").  The  1,000,000
      shares of Series A Preferred Stock can be converted at any time, 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
      required  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,  ARC  Development   Corporation,   a  Nevada
      corporation   ("ARCD")   and  the   shareholders   of  ARCD   (the   "ARCD
      Shareholders").  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,
      which can be  converted  at any time,  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 required  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.

      On November 18, 2005, the Company's  Board of Directors  appointed D. Davy
      Jones as  President  and Chief  Executive  Officer and Director and Robert
      Koveleski as Secretary and Director.  On November 18, 2005,  John W. Gandy
      resigned as  President  and Chief  Executive  Officer and  Director of the
      Company.  Also on November 18, 2005, Ron E. Hendrix  resigned as Secretary
      and Director and John F. Smith, III resigned as Director 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

      In the second  quarter of 2005,  the Company  continued to develop the Sea
Garden Town Home  Community  in North Myrtle  Beach,  South  Carolina  (the "Sea
Garden  Project").  The  Company  was  developing  the  project  through its 80%
interest in Sea Garden  Funding,  LLC, the owner and  developer of 27 units in a
173 unit, two-bedrooms, two-baths town home community approximately three blocks
from the Atlantic  shoreline.  The Company acquired the project from Sea Garden,
LLC on  November  13, 2002 for the payment of  $210,000  and the  assumption  of
$1,071,344.66 in mortgages on the real property held by Horry County State Bank.
The  remaining  20%  interest  in  Sea  Garden  Funding,  LLC,  is  owned  by an
unaffiliated party, Maxine Roe, a resident of Myrtle Beach, South Carolina.

      The development  consisted of traditional  two-story  townhouse units. The
Company acted as the developer, and hired independent contractors to provide all
of the  construction  services.  By June 30, 2005, the Company had completed the
construction of the Sea Garden Town Homes and sold all remaining units.

      On dated  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,  such that one share of a Series A Preferred  Stock is convertable by the
holder, 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,  and
upon the filing of the required 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,  such  that  one  share  of  Series  A  Preferred  Stock is
convertable  by the  holder,  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,  and upon the filing of the required 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.

                                       9
<PAGE>

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.

      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.

Principals 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 June 30, 2005.

      All intercompany transactions have been eliminated.

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

      Revenues

      Revenue for the three  months  ended June 30,  2005,  was  $1,733,032,  an
increase of  $1,733,032,  or 100%,  as  compared to $0 in revenues  for the same
period ended June 30, 2004. The increase in revenues in 2005 was attributable to
strong sales of units at the Sea Garden Project in the second quarter, where the
Company sold no units in 2004. We anticipate revenues for the fiscal year ending
2005 to  consist  mainly or  completely  of the sale of units at the Sea  Garden
Project.

                                       10
<PAGE>

      Cost of revenue.  Cost of revenue for the three months ended June 30, 2005
was $1,205,269.  These costs were associated with construction costs on units at
the Sea Garden Project.  This represented an increase of 99.86% over the cost of
revenues  for the same period  ended June 30,  2004,  which was  $1,629,  due to
limited construction activities and no construction revenues.

      Gross  profit.  Gross  profit for the three months ended June 30, 2005 was
$527,753.  The gross profit represented  revenues received for sales of units at
the Sea Garden Project along with  construction  costs  associated with building
and  financing  the units.  There was no gross profit for the three months ended
June 30, 2004.

      Operating expenses. Operating expenses for the three months ended June 30,
2005, were $113,412, as compared to $28,801, for the three months ended June 30,
2004.  Operating  expenses  in 2005  consisted  of  $76,250  in  consulting  and
professional  fees and  $37,162  in general  and  administrative  expenses.  The
increase  of  $84,611,  or  74.60%,  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
June 30, 2005,  was a net expense of $112, a decrease of $8,512,  or 99.70%,  as
compared to a net expense of $8,624 for the three  months  ended June 30,  2004.
The decrease in other expense in 2005 was primarily  attributable  to retirement
of debt in the quarter and the subsequent  reduction in interest  expense booked
in the current quarter.

      Net income  (loss).  The Company  had a net income  before  provision  for
income taxes of $309,665  for the three months ended June 30, 2005,  as compared
to a net loss of $35,289 for the three months ended June 30, 2004.  The increase
of  $344,954,  or 111.39%  was mostly  attributable  to strong  sales at the Sea
Garden  Project.  There  was no  provision  for  income  taxes  in  the  period;
therefore, the net income after provision for income taxes was also $309,665.

Results Of Operations For The Period Ended June 30, 2005, Compared To The Period
Ended June 30, 2004

      Revenues

      Revenue  for the six  months  ended  June 30,  2005,  was  $3,481,623,  an
increase of  $3,481,623,  or 100%,  when  compared to $0 in revenues for the six
months ended June 30, 2004. The increase in revenues in 2005 was attributable to
strong sales of units at the Sea Garden project in the first half of 2005, where
as the Company sold no units in 2004. We anticipate revenues for the fiscal year
ending  2005 to  consist  mainly or  completely  of the sale of units at the Sea
Garden Project.

      Cost of revenue.  Cost of revenue  for the six months  ended June 30, 2005
was $2,506,269,  an increase of $2,504,640,  or 99.9%,  over the cost of revenue
for the same period in 2004. These costs were associated with construction costs
on units at the Sea Garden Project. There was $1,629 in cost of revenues for the
six months ended June 30, 2004, as there limited construction  activities and no
construction revenues.

      Gross  profit.  Gross  profit for the six months  ended June 30,  2005 was
$975,354.  The gross profit represented  revenues received for sales of units at
the Sea Garden Project along with  construction  costs  associated with building
and financing the units. There was no gross profit for the six months ended June
30, 2004.

      Operating  expenses.  Operating expenses for the six months ended June 30,
2005, were $172,462,  as compared to $55,123,  for the six months ended June 30,
2004.  Operating  expenses  in 2005  consisted  of  $52,500  in  consulting  and
professional  fees and  $119,962 in general  and  administrative  expenses.  The
increase of $117,339, or 68%, from 2004 to 2005 was almost entirely attributable
to increased activity at the Sea Garden Project.

      Other income  (expense).  Other income  (expense) for the six months ended
June 30, 2005, was a net expense of $9,806, a decrease of $7,323,  or 57.24%, as
compared to a net expense of $17,129 for the six months ended June 30, 2004. The
decrease in other  expense in 2005 was primarily  attributable  to retirement of
debt in the quarter and the subsequent  reduction in interest  expense booked in
the current quarter.

                                       11
<PAGE>

      Net income (loss).  Altrimega had a net income before provision for income
taxes of $602,496 for the six months  ended June 30, 2005,  as compared to a net
loss of  $(65,293)  for the six months  ended June 30,  2004.  The  increase  of
$637,785,  or 94.46%, was mostly  attributable to strong sales at 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 $637,785.

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 $602,496 and a net loss of $(65,293) for the six months
ended June 30,  2005 and June 30,  2004,  respectively,  and has an  accumulated
deficit of  $114,666 at June 30,  2005.  As of June 30,  2005,  we had assets of
$592,750 and liabilities of $187,837, a surplus of $317,034.  Additionally,  our
current assets were $498,950 and our current liabilities were $187,837, creating
a working  capital  surplus of $311,113.  The majority of the assets,  $467,220,
consist of cash.

      The majority of our liabilities,  $187,837, are account payables. Accounts
payable  to  related   parties  equal  to  $84,402  are  also  included  in  our
liabilities.

      For the six months ended June 30, 2005, the Company provided net cash from
operations  of  $1,992,240,  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.  Management  believes  that it will generate  adequate  capital to fund
overall Company operations for the next twelve months. The Company currently has
approximately $467,220 in cash and cash equivalents as of June 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 June 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>
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 May 10, 2005  pursuant
to Item 1.02  (Termination  of a  Material  Definitive  Agreement)  whereby  the
Company  reported that it had  terminated the Share  Exchange  Agreement,  dated
December 17, 2004,  by and between the Company and Top Gun Sports based upon the
terms of the Share Exchange Agreement.

      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  Dtock,  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 24, 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