**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the fiscal year ended December 31, 2006**





o
            **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
            (IRS
                EmployerIncorporation
                or organization)
            Identification
                Number)**P.O.
                Box 22002 San Diego, Ca 92192**(Address
                of principal executive offices) (Zip Code)**Issuer’s
                telephone number:**
            **(800)
                230-7132****Securities
                registered pursuant to Section 12(g) of the Act:****Title
                of each class**
            **None****Name
                of each exchange on which registered**
            **None****Securities
                registered pursuant to Section 12(b) of the Act:**
            **Common
                Stock, par value $0.001 per share**


**Check
      whether the Issuer (1 ) filed all reports required to be filed by section 13
      or
      15 (d) of the Exchange Act during the past 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. 1. Yeso** **Nox** **2. Yeso****Nox**




**Check
      if there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of the registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this** **Form
      10-KSB** x




**Indicate
      by checkmark whether the registrant is a shell company (as defined by Rule
      12b-2
      of the Exchange Act).** **Yeso** **Nox**




**State
      Issuer’s Revenues for its most recent fiscal year:**  **$-0-**




**State
      the aggregate market value of the voting stock held by nonaffiliates of the
      registrant. The aggregate market value shall be computed by reference to the
      price at which the stock was sold, or the average bid and asked prices of such
      stock, as of a specified date within the past 60 days.**




**The
      market value of shares held by nonaffiliates is $1,260,721.54 based on the
      bid
      price of $0.23 per share at March 13, 2007.**




**As
      of** **March
      13, 200** **7,
      the Company had 26,831,398 shares of common stock issued and
      outstanding.**




**DOCUMENTS
      INCORPORATED BY REFERENCE**


**None**













**TABLE
      OF CONTENTS**





PART
                  I
              1Item
                  1. Description Of Business
              1Item
                  2. Description Of Properties
              12Item
                  3. Legal Proceedings
              12Item
                  4. Submission Of Matters To A Vote Of Securities Holders
              12PART
                  II
              13Item
                  5. Market For Common Equity And Related Stockholder
                  Matters
              13Item
                  6. Management’s Discussion And Analysis Or Plan Of
                  Operation
              14Item
                  7. Financial Statements
              18Item
                  8. Changes In And Disagreements With Accountants On Accounting
                  And
                  Financial Disclosure
              18Item
                  8A. Controls And Procedures
              18Item
                  8B. Other Information
              18PART
                  III
              19Item
                  9. Directors And Executive Officers, Promoters, And Control Persons;
                  Compliance With Section 16(a)
                  Of The Exchange Act
              19Item
                  10. Executive Compensation
              19Item
                  11. Security Ownership Of Certain Beneficial Owners And
                  Management
              21Item
                  12. Certain Relationships And Related Transactions
              22Item
                  13. Exhibits
              22Item
                  14. Principal Accounting Fees And Services
              23


i




**PART
      I**




**Forward-Looking
      Statements**




This
      Form
      10-KSB contains “forward-looking statements” relating to American Racing
      Capital, Inc. (formerly Altrimega Health Corporation) (the “ Company ”),
      which
      represent the Company’s current expectations or beliefs including, but not
      limited to, statements concerning the Company’s operations, performance,
      financial condition and growth. For this purpose, any statements contained
      in
      this Form 10-KSB 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 the Company to develop a growth
      strategy and compete with other companies in its industry, certain of which
      are
      beyond the Company’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.




**Item
      1. Description Of Business**




**History
      And Organization**




***General***




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 corporation was changed to
      Altrimega Health Corporation (“ Altrimega ”).
      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, Altrimega 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 transaction (effective retroactively as of August 15,
      2002), with Creative Holdings and it’s shareholders, the shareholders of
      Creative Holdings 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.




Also
      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 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, 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., DJ Motorsports, Inc. and ARCI became the controlling
      shareholders of the Company.




1


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 ARCD
      shareholders exchanged with, and delivered to, ARC the issued and outstanding
      common stock of ARCD in exchange for 135,000,000 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, pursuant to unanimous written
      consent, approved a one for one hundred (1-for-100) reverse stock split of
      the
      Company’s issued and outstanding, which became effective on March 30, 2006.
      As a result of this reverse stock split, on March 20, 2006, the Company’s issued
      and outstanding common stock was reduced based on the 1-for-100 ratio and the
      new 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 Fast One, 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.




**Business
      Operations**




American
      Racing Capital’s intended core business is racetrack development and facilities
      management. The Company has a three-pronged approach to growth in this market
      segment. **1** )
      Short-track acquisitions, **2** )
      Short-track design and development venues coupled with events sanctioned by;
      CHAMPCAR, INDYCAR, NASCAR, or other major participating organizations, and **3** )
      the
      Company intends to solicit corporations seeking to utilize motorsports as a
      revenue-generating promotional opportunity, providing motorsports marketing,
      and
      product licensing.




By
      agreement on February 2, 2007, the Company retained Frost Motorsports LLC.,
      to
      compile a comprehensive search on available speedway properties. Frost
      Motorsports specializes in the location and valuation of motorsports facilities.
      Hiring Frost Motorsports will play an intricate role in developing the Company’s
      growth initiatives as they offer multi-faceted services custom designed to
      the
      client’s needs. Frost Motorsports and its strategic partners provide expert
      analysis and innovative financial solutions within the motorsports
      industry.  They consult on; valuation, feasibility, transactional,
      operational, and strategic planning projects for track owners, race sanctioning
      bodies, professional team owner and other motorsports participants.  Over
      the last fifteen years, their clients have included Roger Penske, Richard Petty,
      Jeff Gordon, Championship Auto Racing Teams (“CART”), the National Hot Rod
      Association (“NHRA”) and scores of racing tracks across North
      America.




American
      Racing Capital intends to position itself to acquire a network of companies.
      American Racing Capital intends to focus on racetrack development and facilities
      management throughout the continental the United States. Through it’s
      subsidiaries, the Company will attempt to **a** )
      secure
      financial interests in established track facilities which may also include
      race
      management contracts, **b** )
      engage
      in the re-design, development, and management of race track facilities through
      controlling interests or wholly owned acquisitions, and **c** )
      acquire
      associated companies that compliment our projected motorsports holdings.




The
      Company is seeking to acquire several established short tracks with development
      potential.  The Company has a vision for a diverse project portfolio that
      ranges from developing larger-scale racetrack multiplex facilities, to smaller
      less elaborate race track facilities. The Company is evaluating racetracks
      in
      viable markets currently offered for sale.  Assets, profitability and
      profit potential, land development, facilities expansion, and ancillary
      development are key guiding criteria.




On
      November 21, 2006, the Company entered into a Shareholders Agreement, by
      and among Motorsports & Entertainment of Tennessee, Inc., a Nevada
      corporation (“ MET ”)
      and a
      majority-owned subsidiary of ARC, and LJ&J Enterprises, Inc., a Pennsylvania
      corporation. Simultaneously with the execution of the Shareholders Agreement,
      MET entered into a Stock Purchase Agreement with LJ&J Enterprises of
      Tennessee, Inc., a Tennessee corporation (“ LJ&J ”)
      to
      purchase eighty percent (80%) of common stock in LJ&J (the “ LJ&J
      Stock ”).
      LJ&J holds the management and concessions contract for auto racing and
      special events at the “Music City Motorplex”, located on the Tennessee State
      Fairgrounds in downtown Nashville, Tennessee. The Company completed the first
      part of the acquisition whereby it acquired forty percent (40%) of the LJ&J
      Stock, effective as of January 1, 2007, and anticipates completing the
      second part of the acquisition in the second quarter of 2007. Music City
      Motorplex is a 5/8th’s mile paved NASCAR sanctioned short-track, highly steeped
      in tradition. Located on 115 acres of the Tennessee State Fairgrounds just
      two
      miles from the center of downtown Nashville, this facility hosts NASCAR
      sanctioned events from March through October. Revenues will proceed from
      existing track operations, concessions and some special events. Build-outs
      will
      include attractions such as a family fun entertainment-zone, concerts,
      additional city sanctioned events, and growing special attractions.




2




**Industry
      and Marketplace**




***Motor
      Sports Industry***




Motor
      sports are among the most popular and fastest-growing spectator sports in the
      United States, with annual attendance at all U.S. motor sports events exceeding
      20 million people. Racing events often attract huge festival-sized crowds,
      many
      times larger than the Super Bowl, World Series games and NBA finals combined.
      Many races broadcast live on network and cable TV.




According
      to the National Speed Sport News (8/30/00), 240,000 spectators showed up for
      the
“Brickyard 400” at Indianapolis Motor Speedway on 8/6/2006. Stations like ESPN
      and ESPN2, Speed Channel, ABC, CBS, NBC, FOX, TNT and the Outdoor Channel all
      regularly broadcast racing events. In recent years, race coverage ratings have
      grown more than 20%, while those of the NFL and the NBA have shown little or
      no
      growth and MLB ratings have actually declined as much as 20% according to Street
      & Smith’s Sports Business Journal(2/13/06).




Given
      its
      high profile, auto racing is no longer just a sport. Management believes that
      it
      attracts big business and is one of the strongest marketing vehicles for
      companies to utilize in investing marketing and advertising dollars. This is
      the
      reason more Fortune 500 companies are actively involved in auto racing than
      any
      other sport.




The
      motor
      sports racing industry consists of several distinct categories of auto racing,
      each with its own organizing/sanctioning body, with corresponding sanctioned
      events. Sanctioning bodies are responsible for all aspects of race management
      required to conduct a racing event, including: regulating racing, drivers,
      safety and teams, providing officials to ensure fair competition, and
      administering the race and series purses and other prize payments. Sanctioning
      bodies typically derive revenues from merchandising, race sponsorships,
      television distribution, and membership fees. During the 2004 racing season,
      approximately $2.0 billion was spent on corporate sponsorships in the motor
      sports industry, according to IEG Sponsorship Report (Chicago).




Of
      the
      sanctioning bodies in the United States, NASCAR, IRL, NHRA, and Grand Am are
      among the more well known. The largest auto racing category in the United
      States, in terms of media exposure and sponsorships, is stock car racing,
      conducted by the National Association of Stock Car Auto Racing (NASCAR). Until
      roughly ten years ago, NASCAR events and viewership were predominately confined
      to the southeastern part of the US. Today, NASCAR races are held, and viewers
      hail from, all over the country.




Motor
      sport events are generally heavily promoted, with a number of supporting events
      surrounding each main race event. Examples of supporting events include:
      secondary races, qualifying time trials, practice sessions, driver autograph
      sessions, automobiles and product expositions, catered parties, and other racing
      related events designed to maximize the spectator’s overall entertainment
      experience and enhance value to sponsors.




***Motor
      Sports Market***




According
      to NASCAR’s 2005 Team Sponsorship Guide (the “Guide”), racing fans constitute
      well over one-third of the adult population. NASCAR alone has an estimated
      75
      million enthusiastic fans. The Guide indicates that the average age of motor
      sports fans is 39 and nearly 60% are married, almost 81% have a household income
      of at least $35,000, and roughly 43% have an annual income above $75,000. Fans,
      both male and female (who account for approximately 40% of the total
      viewership), come from all occupations: science and engineering, sales and
      marketing, business owners and executives, and the trades according to the
      Guide. Management believes that motor sports fans maintain product and brand
      loyalty based on the products and services of the sponsors and businesses
      involved in motor sports.




Our
      corporate objective is to service the motor sports market by integrating our
      racetrack design and development, and motor sports marketing services. We intend
      to capitalize on our strategic alliances throughout the industry, which have
      been created over many years, to adequately position us take full advantage
      of
      all available business ventures. We anticipate creating long-term value by
      focusing on building and acquiring racetrack facilities and motor sports
      companies that will add value for our investors.




3




The
      strength of racing, its widespread appeal, and the ability to reach a large
      number of people have proven to be a formula for economic success. As a
      multifaceted motor sports holding company, we intend to position ourselves
      to
      capitalize on the future growth of the auto racing industry and its considerable
      economic rewards.




**Motor
      Sports Sales and Marketing**




We
      seek
      to finance new build-outs of multi-venue entertainment facilities and acquire
      and upgrade existing racing facilities, including taking over certain management
      contracts with current operating racetracks. We are also interested in obtaining
      certain professional advanced driving schools which introduce many thousands
      of
      people to grass-roots motor sports programs.




Our
      project plans will include involvement in many aspects of auto racing and motor
      sports and will focus on NASCAR type short-oval paved racing
      tracks.




Included
      within the configuration of certain facilities are: Oval racing, Drag Racing,
      Drifting, Autocross, Road Racing, Karting, Racing Schools, Motorcross &
Supercross, Atv and Pee-Wee Racing.




All
      racing venues will produce revenue from competitors paying racecar entree and
      driver and crew membership fees. Revenue will also come from race event ticket
      sales, garage passes, food and beverage concessions, VIP suites and hospitality
      areas including catering, race fan apparel and souvenir concessions, space
      rentals for life-style expo booths, race program sales and advertising, track
      signage, event sponsorships and multi-year track naming rights. And, in some
      cases television, radio and ancillary rights fees. Additional feasibility
      studies will allow for projects to include additional revenue generating
      amenities such as hotels, condos, restaurants, retail shops, water-parks,
      concerts and special events.




We
      also
      assist outside companies in tying into a particular racing organization’s
      intellectual properties and assets and provide other contractual work,
      including;




·
            Consulting
                in specific areas of motor sport,




·
            Research,
                evaluate and provide strategic planning for entry into
                racing,




·
            Formulate
                high-energy branding platforms to fit motor
                sports,




·
            Take
                the initiative for the motor sport program
                management,




·
            Initiate
                advertising and public relations
                exposure,




·
            Develop
                product licensing and merchandising
                agreements,




·
            Provide
                corporate hospitality and VIP race weekend packages,
                and




·
            Arrange
                on-track activities with famous celebrity
                drivers.




**Competition**




There
      is
      increased competition in the field of motor sports racing and entertainment.
      The
      field has in the recent past enjoyed vibrant growth of interest in auto racing.
      Management believes that increased popular interest in this field has created
      demand for additional services, such as those intended to be provided by the
      Company. If these growth trends continue, the Company believes that there could
      be adequate demand for the Company’s services.




In
      respect to how the Company’s competitive position as compared to other motor
      sports development companies in this geographic region, management believes
      that
      our position is considerably weaker than most other companies because of our
      limited ability to raise funds. The lack of capital causes the Company to not
      be
      able to participate in many projects that are identified.




4


**Employees**




As
      of
      March 11, 2007, the Company has one
      employee. Mr. A. Robert Koveleski, is the Company’s President, Chief
      Executive Officer, Interim Chief Financial Officer and Principal Accounting
      Officer . In
      September of 2006, the Company entered into formal employment agreement with
      Mr.
      Koveleski for a term of 3 years. He will receive a base salary of $120,000
      annually , and will be entitled to a discretionary bonus and stock option
      program to acquire up to 250,000 shares of Common Stock.






**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 December 31, 2006 we have not been profitable and have lost
      money on both a cash and non-cash basis. For the year ended December 31, 2006,
      we recorded a loss of operations of $5,186,557. Our accumulated deficit was
      $5,361,997 as of December 31, 2006. 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.




**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.




**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 have added an explanatory paragraph to their audit opinions
      issued in connection with our financial statements for the year ended December
      31, 2006, which states 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, 2007. If we are not successful in raising
      additional capital we may not be able to continue as a going concern.




5




**We
      Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
      On
      December 31, 2006 Were Not Sufficient To Satisfy Our Current
      Liabilities**




We
      had a
      working capital deficit of $398,510 at December 31, 2006, which means that
      our
      current liabilities as of that date exceeded our current assets on December
      31,
      2005 by $173,086. 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
      December 31, 2006 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.




**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.




6


**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 A. Robert Koveleski, our President and Chief Executive
      Officer, and consultant, Steve B. Pinson, consultant dba Pinson LLC. The loss
      of
      the services of Messrs. Pinson and 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.




**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, 2006 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.




7




**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.




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.




**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, 2007. 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.




8


**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 Pink Sheets under the symbol “ANRC.”




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.




**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. 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. Description Of Properties**




The
      Company’s corporate offices are located in the home of the Company’s President
      at San Diego, California and no rent is being charged. The Company is currently
      seeking to relocate into a new executive office.




**Item
      3. Legal Proceedings**




None.




**Item
      4. Submission Of Matters To A Vote Of Securities Holders**




None.


9




**PART
      II**






**Item
      5. Market For Common Equity And Related Stockholder
      Matters**




Our
      common stock has been quoted on the NASD’s OTC Bulletin Board since November 1,
      2000. The table below sets forth, for the respective periods indicated, the
      prices for our common stock in the over-the-counter market as reported by the
      NASD’s OTC Bulletin Board.




As
      of
      December 31, 2006, the Company has 26,391,398 shares of common stock and
      1,000,000 shares of preferred stock outstanding. The Company’s authorized
      capital stock consists of 500,000,000 shares of common stock and 10,000,000
      shares of preferred stock.




The
      following table reflects high and low quarterly bid prices for the fiscal year
      ended December 31, 2005, and the subsequent period up to the filing of this
      Annual Report. This information has been provided to the Company by Pink Sheets,
      LLC. These quotations reflect inter-dealer prices, without retail mark-ups
      or
      mark-downs or commissions. These quotations may not necessarily reflect actual
      transactions.




**YEAR
                2005**
            
            **High
                Bid**
            
            **Low
                Bid**1stQuarter Ended March 31
            
            $
            0.0045
            
            $
            0.00232ndQuarter Ended June 30
            
            $
            0.005
            
            $
            0.00203rdQuarter Ended September 31
            
            $
            0.082
            
            $
            0.00334thQuarter Ended December 31
            
            $
            0.110
            
            $
            0.0071**YEAR
                2006**
            
            
            **High
                Bid**
            
            
            **Low
                Bid**1stQuarter Ended March 31
            
            $
            0.310
            
            $
            0.2502ndQuarter Ended June 30
            
            $
            0.350
            
            $
            0.2003rdQuarter Ended September 31
            
            $
            0.350
            
            $
            0.2504thQuarter Ended December 31
            
            $
            2.450
            
            $
            0.210







At
      December 31, 2006, we had approximately 93 shareholders of record.






**Dividends**




The
      Company has not declared or paid cash dividends since its inception and do
      not
      anticipate paying such dividends in the foreseeable future. The payment of
      dividends may be made at the discretion of the Board of Directors and will
      depend upon, among other factors, on the Company’s operations, capital
      requirements, and overall financial condition.






**Recent
      Sales of Unregistered Securities**




During
      the year ended December 31, 2006, the Company issued the following unregistered
      securities:




On
      July 25, 2006, the Company entered into a 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) warrants to purchase 10,000,000 shares of our common stock (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. The warrants
      are
      exercisable into shares of the Company’s common stock at $0.30 per
      share.




10


**Securities
      Authorized For Issuance Under Equity Compensation Plan**




The
      following table sets forth the securities that have been authorized under equity
      compensation plans as of December 31, 2006.




**Number**
              **Of
                Securities**
              **To
                Be Issued**
              **Upon
                Exercise**
              **Of
                Outstanding Options, Warrants And Rights**
            
            **Weighted-Average**
              **Exercise
                Price**
              **Of
                Outstanding Options,**
              **Warrants
                And Rights**
            
            **Number**
              **Of
                Securities**
              **Remaining
                Available**
              **For
                Future Issuance**
              **Under
                Equity Compensation Plans**
              **(Excluding
                Securities Reflected**
              **In
                Column (a))****(a)**
            
            **(b)**
            
            **(c)**Equity
                compensation plans approved by security holders
            
            
            0
            
            
            --
            
            
            0Equity
                compensation plans not approved by security holders
            
            
            0
            
            
            --
            
            
            0TOTAL
            
            
            0
            
            
            --
            
            
            0




**Item
      6. Management’s Discussion And Analysis Or Plan Of
      Operation**




**General**




*When
      used in this Form 10-KSB, the words “anticipated”, “estimate”, “expect”, and
      similar expressions are intended to identify forward-looking statements. Such
      statements are subject to certain risks, uncertainties and assumptions including
      the possibility that the Company will fail to generate projected revenues.
      Should one or more of these risks or uncertainties materialize, or should
      underlying assumptions prove incorrect, actual results may vary materially
      from
      those anticipated, estimated or projected.*




*The
      following discussion of the financial condition, changes in financial condition
      and results of operation of the Company for the fiscal years ended December
      31,
      2006 and December 31, 2005 should be read in conjunction with the financial
      statements of the Company and related notes included therein.*




**Going
      Concern**




As
      reflected in the Company’s financial statements for the twelve months ended
      December 31, 2006, the Company’s accumulated deficit of $5,361,997 and its
      working capital deficiency of $398,510 raise substantial doubt about its ability
      to continue as a going concern. The ability of the Company to continue as a
      going concern is dependent on the Company’s ability to raise additional debt or
      capital. The financial statements for December 31, 2006 do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.




**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.




11


**Stock-based
      compensation**




The
      Company has traditionally accounted for stock-based compensation under the
      recognition and measurement principles of APB Opinion No. 25, *Accounting
      for Stock Issued to Employees, and related Interpretations* .
      Accordingly, no compensation cost is recognized in the financial statements,
      when options granted under those plans have an exercise price equal to or
      greater than the market value of the underlying common stock on the date of
      grant. The Company issued no compensatory options to its employees during the
      years ended December 31, 2006 and 2005.





In
      December 2005, the Company adopted the provisions of Statement of Financial
      Accounting Standards No. 123R, although this statement had no effect on the
      Company’s 2006 financial statements.




**Results
      Of Operations For The Year Ended December 31, 2006, Compared To The Year Ended
      December 31, 2005**




***Revenues***




We
      had no
      revenues from continuing operations for the years ended December 31, 2006 and
      2005. We anticipate revenues for the fiscal year ending 2007 to consist of
      race
      track management fees from the Music City Motorplex racetrack in Nashville,
      TN
      and consulting fees to the motorsports industry.




***Operating
      Expenses*** **.** Operating expenses for the year ended December 31, 2006 were $6,257,102. We
      had
      no operating expenses from continuing operations in 2005 because we disposed
      of
      our operating subsidiaries in a settlement agreement with our former president
      Davy Jones on October 27, 2006. Operating expenses in 2006 consisted of
      $6,008,581 in consulting fees, $99,415 in travel expenses and payroll expenses
      of $24,318. $5,711,510 of the consulting fees were paid in shares of our common
      stock because we have limited cash resources for engaging the people we need
      to
      build our business.




***Net
      Loss*** *.* The
      Company had a loss from continuing operations of $5,186,557 for the year ended
      December 31, 2006 and a gain from discontinued operations of $1,257,298, as
      compared to a loss from discontinued operations of $120,635 for the year ended
      December 31, 2005.




**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 loss
      from operations of $5,186,557 and $120,635 for the years ended December 31,
      2006
      and December 31, 2005, respectively. We have an accumulated deficit of
      $5,361,997 at December 31, 2006. As of December 31, 2006, the Company’s had
      assets of $443,525 and liabilities of $422,628, a difference of $45,015.
      Management recognizes that the Company must generate or obtain additional
      capital to enable it to continue operations. The realization of assets and
      satisfaction of liabilities in the normal course of business is dependent upon
      the Company’s obtaining additional equity capital and ultimately obtaining
      profitable operations. However, no assurances can be given that the Company
      will
      be successful in these activities. Should any of these events not occur, the
      accompanying consolidated financial statements will be materially
      affected.




The
      Company incurred losses since inception until fiscal year ended December 31,
      2006. **** Since
      October 2005, any shortfall in working capital has been met through advances
      from the Company’s former President, Davy Jones. Prior to October, 2005, other
      shareholders have advanced funds to pay expenses incurred by the Company from
      time to time.




On
      July 25, 2006, the Company entered into a 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) warrants to purchase 10,000,0000 shares of our common stock (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. In connection with the
      Securities Purchase Agreement, the Company issued to the Investors seven year
      warrants to purchase 10,000,000 shares of our common stock at an exercise price
      of $.30. As of December 31, 2006, the Company had convertible debt totaling
      $1,000,000. As of December 31, 2006, the Company recorded a discount of $847,222
      for the fair value of the beneficial conversion feature attached to the
      convertible debt.




12




On
      September 11, 2006 a Form SB-2 ( “Registration Statement”) was filed with the
      Securities and Exchange Commission. Pursuant to Rule 477 promulgated under
      the
      Securities Act of 1933, the Company withdrew the registration Statement on
      Form
      SB-2, File No. 333-137231. The basis for the withdrawal was consistent with
      Rule
      415(a)(1)(i).




Cash
      used
      by operating activities was $471,520 for the year ended December 31, 2006,
      compared to cash provided of $37,630 for 2005. The increase in cash used was
      due
      primarily to the development of our motor sports business.




We
      used
      $450,000 of cash to invest in our unconsolidated subsidiary .




Cash
      provided by financing activities was $944,504 during fiscal year 2006, compared
      to cash provided by financing activities of $38,377 during the same period
      in
      2005. This difference was mainly due to an increase in convertible debt proceeds
      in 2006.




**Plan
      Of Operation for 2007**




For
      the
      initial stages, we estimate a need for $1,500,000 to $2,500,000 to fund the
      first year of event and administrative operations and provide working capital.
      The Company’s plan of operations which seeks to integrate race track design and
      development operations to leverage the popularity and growth of the motor sports
      industry.




**Recent
      Accounting Pronouncements**




In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier adoption is encouraged. The Company does
      not expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.





In
      June
      2006, the Financial Accounting Standards Board issued FASB Interpretation No.
      48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109”, which prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on de-recognition, classification, interest and penalties, accounting
      in interim periods, disclosure and transition. FIN 48 is effective for fiscal
      years beginning after December 15, 2006. The Company does not expect the
      adoption of FIN 48 to have a material impact on its financial reporting, and
      the
      Company is currently evaluating the impact, if any, the adoption of FIN 48
      will
      have on its disclosure requirements.




In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
      amendment of FASB Statement No. 140.” This statement requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a servicing contract
      in
      any of the following situations: a transfer of the servicer’s financial assets
      that meets the requirements for sale accounting; a transfer of the servicer’s
      financial assets to a qualifying special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale securities or trading
      securities; or an acquisition or assumption of an obligation to service a
      financial asset that does not relate to financial assets of the servicer or
      its
      consolidated affiliates. The statement also requires all separately recognized
      servicing assets and servicing liabilities to be initially measured at fair
      value, if practicable, and permits an entity to choose either the amortization
      or fair value method for subsequent measurement of each class of servicing
      assets and liabilities. The statement further permits, at its initial adoption,
      a one-time reclassification of available for sale securities to trading
      securities by entities with recognized servicing rights, without calling into
      question the treatment of other available for sale securities under Statement
      115, provided that the available for sale securities are identified in some
      manner as offsetting the entity’s exposure to changes in fair value of servicing
      assets or servicing liabilities that a servicer elects to subsequently measure
      at fair value and requires separate presentation of servicing assets and
      servicing liabilities subsequently measured at fair value in the statement
      of
      financial position and additional disclosures for all separately recognized
      servicing assets and servicing liabilities. This statement is effective for
      fiscal years beginning after September 15, 2006, with early adoption permitted
      as of the beginning of an entity’s fiscal year. Management believes the adoption
      of this statement will have no immediate impact on the Company’s financial
      condition or results of operations.




13




**Item
      7. Financial Statements**




The
      consolidated financial statements of the Company required by Regulation S-B
      are
      attached to this report. Reference is made to Item 13 below for an index to
      the
      financial statements.




**Item
      8. Changes In And Disagreements With Accountants On Accounting And Financial
      Disclosure**




To
      the
      Company’s knowledge, the Company has had no disagreements with its certified
      public accountants with respect to accounting practices or procedures of
      financial disclosure.




**Item
      8A. 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 Interim 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 produce a
      reasonable level of assurance of achieving the Company’s disclosure control
      objectives. The Company’s Principal Executive Officer and Interim Principal
      Accounting Officer has concluded that the Company’s disclosure controls and
      procedures were, 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 Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in rules
      of
      the SEC and accumulated and communicated to the Company’s management, including
      its Principal Executive Officer and Interim Principal Accounting Officer, to
      allow timely decisions regarding required disclosure.




**(b)**  **Changes
      In Internal Controls Over Financial Reporting:**




In
      connection with the evaluation of the Company’s internal controls during the
      Company’s last fiscal year, the Company’s Principal Executive Officer and
      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.




**ITEM
      8B. OTHER INFORMATION**




None.




14




**PART
      III**




**Item
      9. Directors And Executive Officers, Promoters, And Control Persons; Compliance
      With Section 16(** **a** **)
      Of The Exchange Act**




**General**




The
      following table sets forth certain information regarding the current directors
      and executive officers of the Company:




**Name**
            **Age**
            **Position(S)**
              **With
                The Company**
            **Director
                Since**A.
                Robert Koveleski
            53
            President
                , CEO, Interim CFO, and Principal Accounting Officer
            October
                2005




The
      following information is furnished for each of the executive officers and
      directors:




***A.
      Robert Koveleski*** serves
      as our President/CEO and Interim Principal Accounting Officer and is the sole
      member of the board of directors since October 2005. During the past thirty-five
      years, Koveleski has worked exclusively in the auto racing industry contracting
      and consulting with professional race teams, racing drivers, automotive
      manufacturers and automotive after-market companies. Utilizing his racing
      background, he became vice president of operations at the *AutoWorld* catalog
      mail order house. He was also president of the Chevrolet *Camaro
      Connection,* a
      catalog
      company which Mr. Koveleski created and managed. During this time, he dealt
      with
      hundreds of suppliers and printed more than two and a half million automotive
      racing catalogs a year. In 1980 he purchased half interest in a racing school
      at
      Pocono International Raceway. While promoting road racing at the track, he
      secured sponsors and manufacturers as financial participants.




***Family
      Relationships***




There
      is
      no family relationship between or among any Officer and/or Director of the
      company.




***Term
      of Office***




The
      director named above will serve until the next annual meeting of our
      stockholders. In the absence of an employment agreement, officers hold their
      positions at the pleasure of the Board of Directors.




***Committees
      of the Board of Directors***




During
      the year ended December 31, 2006, the Company did not establish any
      committees.




The
      Company does not currently have an audit committee, and the Board of Directors
      serves this function. A. Robert Koveleski does
      not qualify
      as audit committee financial experts, as defined by Regulation S-B Item 401.
      In
      addition,  Mr.
      Koveleski is not considered an independent director, as that term is defined
      under the Exchange Act.




***Code
      Of Ethics***




On
      May
      10, 2004, the Board of Directors of the Company adopted a written Code of Ethics
      designed to deter wrongdoing and promote honest and ethical conduct, full,
      fair
      and accurate disclosure, compliance with laws, prompt internal reporting and
      accountability to adherence to the Code of Ethics. This Code of Ethics has
      been
      filed with the Securities and Exchange Commission as an Exhibit to this Form
      10-KSB.




**Item
      10. Executive Compensation**




The
      following table sets forth the compensation awarded by the Company for the
      fiscal years ended December 31, 2005 and 2006 to the following executives (the
      “ Named
      Executive Officers ”):




15


SUMMARY
      COMPENSATION TABLE


(1)





**ANNUAL
                COMPENSATION**
            
            **LONG-TERM
                COMPENSATION****AWARDS**
            
            **PAYOUTS****NAME
                AND PRINCIPAL POSITION**
            
            **YEAR**
            
            **SALARY**
              **($)**
            
            **BONUS**
              **($)**
            
            **OTHER
                ANNUAL COMPENSATION**
              **($)**
            
            **RESTRICTED
                STOCK AWARD(S)**
              **($)**
            
            **SECURITIES
                UNDERLYING OPTIONS/SARS**
              **(#)**
            
            **LTIP
                PAYOUTS**
              **($)**
            
            **ALL
                OTHER COMPENSATION**
              **($)**D.
                Davy Jones(1)
            
            
            2006
            
            $
            32,500
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --
            
            
            --President
                and Chief Executive Officer
            
            
            2005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --
            
            
            --A.
                Robert Koveleskis(2)
            
            
            2006
            
            $
            32,500
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --
            
            
            --Vice
                President and Interim Principal Accounting Officer
            
            
            2005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --
            
            
            --John
                W. Gandy(3)
            
            
            2005
            
            $
            105,000
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --President
                and Chief Executive Officer
            
            
            2004
            
            $
            15,000
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --Ron
                Hendrix(4)
            
            
            2006
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --Chief
                Financial Officer
            
            
            2005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            --
            
            
            --


_________________




(1)Mr.
      D. Davy Jones served as the Company’s President and Chief Executive Officer from
      October 2005 until October 2006 . In July 2006, Mr. Jones and the Company
      entered into an oral agreement whereby Mr. Jones would receive an annual salary
      of $120,000, which compensation would commence upon the Company’s obtaining
      funding. On July 25, 2006, upon the Company obtaining funding, Mr. Jones
      received $12,500 in compensation In August 2006, the Company and Mr. Jones
      entered into a definitive employment agreement, whereby an additional $20,000
      was paid in 2006.




(2)Mr. A. Robert Koveleski has served as the Company’s Vice-President and
      Interim Principal Accounting Officer since October 2005. In July 2006, Mr.
      Koveleski and the Company entered into an oral agreement whereby Mr. Koveleski
      would receive an annual salary of $120,000, which compensation would commence
      upon the Company’s obtaining funding. On July 25, 2006, upon the Company
      obtaining funding, Mr. Koveleski received $12,500 in compensation. In August
      06,
      The Company and Mr. Koveleski entered into a definitive employment agreement,
      whereby an additional $20,000 was paid in 2006.





(3) Mr. John
      W. Gandy resigned as President and Director of the Company. During Mr. Gandy’s
      tenure with the Company, he served as the Company’s President and Chief
      Executive Officer. The Company entered into an employment agreement with Mr.
      Gandy in 2003, which was subsequently terminated in 2005. Mr. Gandy was to
      receive an annual salary of $100,000 with a 5% increase each year to a maximum
      of $125,000, if the Company had a profit in the previous year. Beginning July
      1,
      2003, Mr. Gandy informed the Board of Directors that he would forego any
      additional salary accruals until such time as the Company improves its financial
      position. In 2004, the Board of Directors voted to reinstate Mr. Gandy’s salary
      beginning January 31, 2005 and pay him an accrued salary of $15,000 for the
      fourth quarter of 2004. In 2005, Mr. Gandy’s salary was $105,000, of which he
      received $26,250 per quarter, and a pro rata amount up to his resignation from
      the Company. Mr. Gandy resigned as President and Director of the Company on
      November 18, 2005.





(4) On
      November 18, 2005, Mr. Ron E. Hendrix resigned as Chief Financial Officer and
      Director of the Company. During his tenure with the Company, Mr. Hendrix was
      not
      compensated and spent a limited amount of time in the business.




**Employment
      Agreements**




As
      described above, the Company entered into a written employment agreement with
      Mr. Koveleski. Since October of 2005, Mr.
      Koveleski has served as the Company’s Vice-President and Interim Principal
      Accounting Officer. Then beginning on October 13 th 2006, as
      the Company’s President and Chief Executive Officer and Interim Principal
      Accounting Officer. Mr. Koveleski compensation from the Company is in the amount
      of $120,000 plus a stock option plan.




**Compensation
      Pursuant To Plans**




For
      the
      fiscal year ended December 31, 2006, and the subsequent period up to the date
      of
      the filing of this Annual Report, the Company did not adopt any plans, and
      therefore there is no compensation to the Company’s executives pursuant to a
      stock option plan or any other plans.




**Compensation
      Of Directors**




For
      the
      fiscal year ended December 31, 2006, and the subsequent period up to the date
      of
      the filing of this Annual Report, the Company did compensate directors for
      their
      services.




16


**Termination
      Of Employment And Change Of Control Arrangement**




The
      Company does have compensatory plans or arrangements, including payments to
      be
      received from the Company, with respect to any persons which would in any way
      result in payments to any person because of his/her resignation, retirement,
      or
      other termination of such person’s employment by the Company, or any change in
      our control, or a change in the person’s responsibilities following a changing
      in the Company’s control.




**Item
      11. Security Ownership Of Certain Beneficial Owners And
      Management**




**Security
      Ownership Of Certain Beneficial Owners**




As
      of
      December 31, 2006, there were 26,391,398 shares of our common stock issued
      and
      1,000,000 shares of preferred stock issued and outstanding .




The
      table
      below sets forth information with respect to the beneficial ownership of our
      common stock as of March 2, 2006, a date close to the filing of this Annual
      Report for (i) any person who we know is the beneficial owner of more than
      5% of
      our outstanding common stock; (ii) each of our directors or those nominated
      to be directors, and executive officers; and (iii) all of our directors and
      executive officers as a group.




**SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS****Title
                of Class**
            **Name
                and Address**
              **of
                Beneficial Owner**
            **Amount
                and Nature of Beneficial Ownership**
            **Percentage**
              **of
                Class****(1)**Common
            Fairhills
                Capital
              1275
                Fairhills Drive
              Ossining,
                NY 10562
            8,000,000
            28.79%Common
            SW
                International LLC
              401
                B Street, Suite 1200
              San
                Diego, CA 92101
            12,000,000
            43.18%




**Security
      Ownership Of Management Of American Racing Capital, Inc.** **(Common and Preferred Stock)**




**SECURITY
                OWNERSHIP OF MANAGEMENT OF THE COMPANY****Title
                of Class**
            
            **Name
                and Position**
              **of
                Officer and/or Director**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percentage
                of Class****(1)****Common**A.
                Robert Koveleski, President /CEO and Interim CFO and Principal Accounting
                Officer
            
            
            1,350,000
            
            
            4.86
            %




(1)
            Applicable
                percentage of ownership is based on 26,391,398 shares of common stock
                outstanding as of March 2, 2007 for each stockholder. Beneficial
                ownership
                is determined in accordance with the rules of the SEC and generally
                includes voting of investment power with respect to securities. Shares
                of
                common stock subject to securities exercisable or convertible into
                shares
                of common stock that are currently exercisable or exercisable within
                60
                days of March 2, 2007 are deemed to be beneficially owned by the
                person
                holding such options for the purpose of computing the percentage
                of
                ownership of such persons, but are not treated as outstanding for
                the
                purpose of computing the percentage ownership of any other
                person.




17




**SECURITY
                OWNERSHIP OF MANAGEMENT OF THE COMPANY (Preferred
                Stock)****Title
                of Class**
            
            **Name
                and Position**
              **of
                Officer and/or Director**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percentage
                of Class****Preferred**A.
                Robert Koveleski, President, CEO and Interim CFO and Principal Accounting
                Officer
            
            
            1,000,000
            
            
            100
            %






**Item
      12. Certain Relationships And Related Transactions**




**Transactions
      With Management And Others**




Except
      as
      indicated below, and for the periods indicated, there were no material
      transactions, or series of similar transactions, since the beginning of the
      Company’s last fiscal year, or any currently proposed transactions, or series of
      similar transactions, to which we were or are a party, in which the amount
      involved exceeds $60,000, and in which any director or executive officer, or
      any
      security holder who is known by us to own of record or beneficially more than
      5%
      of any class of our common stock, or any member of the immediate family of
      any
      of the foregoing persons, has an interest.




**Indebtedness
      Of Management**




There
      were no material transactions, or series of similar transactions, since the
      beginning of our last fiscal year, or any currently proposed transactions,
      or
      series of similar transactions, to which we were or are a party, in which the
      amount involved exceeds $60,000 and in which any director or executive officer,
      or any security holder who is known to us to own of record or beneficially
      more
      than 5% of any class of our common stock, or any member of the immediate family
      of any of the foregoing persons, has an interest.




**Transactions
      With Promoters**




There
      have no material transactions between us and our promoters or
      founders.




**Item
      13. Exhibits** ****




**(a)(1)**  **Financial
      Statements.** The
      audited financial statements for 2006 and 2005 are attached to this
      report.




**(a)(2)**  **Exhibits.** The
      following exhibits are included as part of this report:





**(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, 2005






18




**Exhibit
                Number**
            **Title
                of Document**
            **Location**


10.2
            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,
                200610.6
            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




**Item
      14. Principal Accounting Fees And Services**




The
      Company incurred the following principal accounting fees for the year ended
      December 31, 2006 and December 31, 2005.




19


***Audit
      Fees.*** The
      aggregate fees billed for professional services rendered was $10,000 each for
      the audits of the Company’s annual financial statements for the fiscal years
      ended December 31, 2006 and December 31, 2005, and the reviews of the financial
      statements included in the Company’s annual and quarterly reports for those
      fiscal years.




***Audit-Related
      Fees.*** No fees
      were billed in either of the last two fiscal years for assurance and related
      services by the principal accountant.




***Tax
      Fees*** .
      No fees
      were billed in either of the last two fiscal years for tax compliance, tax
      advice of tax planning.




***All
      Other Fees.*** No
      other
      fees were billed during the two fiscal years.





20







**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.







**March
                15, 2007**
            **AMERICAN
                RACING CAPITAL, INC.**By:*/s/
                A. Robert Koveleski*A.
                Robert KoveleskiPresident,
                Chief Executive Officer, Interim
              Chief
                Financial Officer, and Principal Accounting
              Officer








21




**MOORE
          & ASSOCIATES, CHARTERED**
 *ACCOUNTANTS
          AND ADVISORS*
 *PCAOB
          REGISTERED*
 
 
 REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
          the
          Board of Directors
 American
          Racing Capital Inc.
 
 
 We
          have
          audited the accompanying balance sheet of American Racing Capital Inc.
          as of
          December 31, 2006, and the related statements of operations, stockholders’
equity and cash flows through December 31, 2006. These financial statements
          are
          the responsibility of the Company’s management. Our responsibility is to express
          an opinion on these financial statements based on our audits.
 
 We
          conducted our audits in accordance with standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits to obtain reasonable assurance about whether the
          financial statements are free of material misstatement. An audit includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements. An audit also includes assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall financial statement presentation. We believe that
          our
          audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of American Racing Capital Inc.
          as of
          December 31, 2006 and the results of its operations and its cash flows
          through
          December 31, 2006, in conformity with accounting principles generally accepted
          in the United States of America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company’s lack of operations and sources of revenues raises
          substantial doubt about its ability to continue as a going concern. Management’s
          plans concerning these matters are also described in Note 2. The financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 */s/
          Moore & Associates, Chartered*
 
 Moore
          & Associates Chartered
 Las
          Vegas, Nevada
 March
          15,
          2007
  *2675
          S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
          253-7501*
  F-1
  **AMERICAN
        RACING CAPITAL, INC.**


Balance
      Sheets




December
                31,2006
            
            2005ASSETSCURRENT
                ASSETSCash
            
            $
            23,363
            
            $
            379Prepaid
                expenses
            
            
            755
            
            
            -Total
                Current Assets
            
            
            24,118
            
            
            379FIXED
                ASSETS, net
            
            
            -
            
            
            788OTHER
                ASSETSEquity
                investment
            
            
            443,525
            
            
            -TOTAL
                ASSETS
            
            $
            467,643
            
            $
            1,167LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            269,850
            
            $
            86,201Convertible
                debt payable, net
            
            
            152,778
            
            
            -Notes
                payable
            
            
            -
            
            
            26,500Notes
                payable - related parties
            
            
            -
            
            
            60,764Total
                Current Liabilities
            
            
            422,628
            
            
            173,465TOTAL
                LIABILITIES
            
            
            422,628
            
            
            173,465STOCKHOLDERS'
                EQUITY (DEFICIT)Preferred
                stock: 2,000,000 shares authorized;$0.001
                par value; 1,000,000 and -0- shares issued andoutstanding,
                respectively
            
            
            1,000
            
            
            2,000Common
                stock; 500,000,000 shares authorized,$0.001
                par value; 26,391,398 and 4,991,398 sharesissued
                and outstanding, respectively
            
            
            26,391
            
            
            4,991Additional
                paid-in capital (deficit)
            
            
            5,379,621
            
            
            (3,849
            )Deficit
                accumulated during the development stage
            
            
            (5,361,997
            )
            
            (175,440
            )Total
                Stockholders' Equity (Deficit)
            
            
            45,015
            
            
            (172,298
            )TOTAL
                LIABILITIES AND STOCKHOLDERS'EQUITY
                (DEFICIT)
            
            $
            467,643
            
            $
            1,167





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




F-2


**AMERICAN
        RACING CAPITAL, INC.**
 Statements
        of Operations


For
                  the Years EndedDecember
                  31,2006
              
              2005REVENUES
              
              $
              -
              
              $
              -OPERATING
                  EXPENSESLegal
                  and professional
              
              
              66,883
              
              
              -Consulting
                  expense
              
              
              6,008,581
              
              
              -Salaries
                  and wages
              
              
              24,318
              
              
              -General
                  and administrative
              
              
              157,320
              
              
              -Total
                  Operating Expenses
              
              
              6,257,102
              
              
              -LOSS
                  FROM OPERATIONS
              
              
              (6,257,102
              )
              
              -OTHER
                  EXPENSELoss
                  from equity subsidiary
              
              
              6,475
              
              
              -Interest
                  expense
              
              
              180,278
              
              
              -Total
                  Other Expense
              
              
              186,753
              
              
              -LOSS
                  FROM CONTINUING OPERATIONS
              
              
              (6,443,855
              )
              
              -DISCONTINUED
                  OPERATIONS
              
              
              (82,110
              )
              
              (120,635
              )GAIN
                  (LOSS) FROM DISCONTINUED OPERATIONS
              
              
              1,339,408
              
              
              -NET
                  LOSS
              
              $
              (5,186,557
              )
              $
              (120,635
              )BASIC
                  LOSS PER SHAREContinuing
                  operations
              
              $
              (0.41
              )
              $
              0.00Discontinued
                  operations
              
              
              0.08
              
              
              (0.03
              )Total
              
              $
              (0.33
              )
              $
              (0.03
              )WEIGHTED
                  AVERAGE NUMBER OFSHARES
                  OUTSTANDING
              
              
              15,691,398
              
              
              4,516,513




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




F-3




**AMERICAN
      RACING CAPITAL, INC****.** Statements
        of Stockholders' Equity (Deficit)


AdditionalPreferred
                  Stock
              
              Common
                  Stock
              
              Paid-In
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              DeficitBalance,
                  December 31, 2004
              
              
              -
              
              $
              -
              
              
              4,042
              
              $
              4,042
              
              $
              -
              
              $
              (54,805
              )Common
                  shares issued for cash
              
              
              -
              
              
              -
              
              
              2,000
              
              
              2,000
              
              
              -
              
              
              -Recapitalization
              
              
              2,000,000
              
              
              2,000
              
              
              4,985,356
              
              
              (1,051
              )
              
              (3,849
              )
              
              -Net
                  loss for the year endedDecember
                  31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (120,635
              )Balance,
                  December 31, 2005
              
              
              2,000,000
              
              
              2,000
              
              
              4,991,398
              
              
              4,991
              
              
              (3,849
              )
              
              (175,440
              )Common
                  shares issued for services
              
              
              -
              
              
              -
              
              
              22,900,000
              
              
              22,900
              
              
              5,688,610
              
              
              -Fair
                  value of beneficial conversion feature
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,047,871
              
              
              -Common
                  shares cancelled for discontinued operations
              
              
              (1,000,000
              )
              
              (1,000
              )
              
              (1,500,000
              )
              
              (1,500
              )
              
              (1,353,011
              )
              
              -Net
                  loss for the year endedDecember
                  31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,186,557
              )Balance,
                  December 31, 2005
              
              
              1,000,000
              
              $
              1,000
              
              
              26,391,398
              
              $
              26,391
              
              $
              5,379,621
              
              $
              (5,361,997
              )


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


F-4




**AMERICAN
      RACING CAPITAL, INC.**


Statements
      of Cash Flows


For
                the Years EndedDecember
                31,2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (5,186,557
            )
            $
            (120,635
            )Adjustments
                to reconcile net loss tonet
                cash used by operating activities:Depreciation
                expense
            
            
            788
            
            
            3,034Amortization
                of discount on convertible debt
            
            
            152,778
            
            
            -Loss
                from equity investment
            
            
            6,475
            
            
            -Common
                stock issued for services
            
            
            5,711,510Gain
                on discontinued operations
            
            
            (1,339,408
            )Changes
                in operating assets and liabilities:(Increase)
                in prepaid expenses
            
            
            (755
            )Increase
                in accounts payable
            
            
            183,649
            
            
            79,971Net
                Cash Provided (Used) by OperatingActivities
            
            
            (471,520
            )
            
            (37,630
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of equity investment
            
            
            (450,000
            )
            
            -Purchase
                of fixed assets
            
            
            -
            
            
            (919
            )Net
                Cash Used by InvestingActivities
            
            
            (450,000
            )
            
            (919
            )CASH
                FLOWS FROM FINANCING ACTIVITIESDiscontinued
                operations
            
            
            (55,496
            )
            
            -Proceeds
                from notes payable - related parties
            
            
            -
            
            
            9,877Proceeds
                from notes payable
            
            
            1,000,000
            
            
            26,500Common
                stock issued for cash
            
            
            -
            
            
            2,000Net
                Cash Provided by OperatingActivities
            
            
            944,504
            
            
            38,377NET
                (DECREASE) INCREASE IN CASH
            
            
            22,984
            
            
            (172
            )CASH
                AT BEGINNING OF YEAR
            
            
            379
            
            
            551CASH
                AT END OF YEAR
            
            $
            23,363
            
            $
            379CASH
                PAID FOR:Interest
            
            $
            -
            
            $
            -Taxes
            
            $
            -
            
            $
            -NON
                CASH FINANCING ACTIVITIESCommon
                stock cancelled for discontinuedoperations
            
            $
            1,355,511
            
            $
            -




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




F-5


**AMERICAN
        RACING CAPITAL, INC.**
 Notes
        to
        the Financial Statements
 December
        31, 2006 and 2005


NOTE
      1
      -  NATURE
      OF
      ORGANIZATION





a.
      Organization and Business Activities





The
      Company was incorporated on June 23, 1999, in the State of Nevada, as Mega
      Health Corporation.  On
      June
      23, 1999 the name of the corporation was changed to Altrimega Health
      Corporation. On September 30, 2005, the Company changed its name to Creative
      Holdings & Marketing, Inc. On October 3, 2005 the Company changed its name
      to American Racing Capital, Inc.





American
      Racing Capital, Inc. (ARC), is a holding company for several companies within
      the autoracing/motorsports industry. The Company specializes in race track
      management, design, and development, and also performs motorsports marketing,
      product licensing and driver development services.





These
      consolidated financial statements represent the results of operations of
      American Racing Capital, Inc., and its unconsolidated subsidiaries Motorsports
      & Entertainment of Tennessee, Inc. and LJ&J Enterprises of Tennessee,
      Inc.





b.
      Depreciation





The
      cost
      of the Company’s fixed assets are depreciated over the estimated useful lives of
      the assets, which ranges from five to seven years. Depreciation is computed
      using the straight-line method, and commences when the assets are placed in
      service.





c.
      Accounting Method





The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





d.
      Cash
      and Cash Equivalents





For
      the
      purpose of the statement of cash flows, the Company considers all highly liquid
      investments purchased with a maturity of three months or less to be cash
      equivalents.





e.
      Revenue Recognition





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





f.
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.





F-6
 
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2006 and 2005
  NOTE
          1 -  NATURE
          OF
          ORGANIZATION (Continued


g.
      Organization Costs





The
      Company has expensed the costs of its incorporation.





h.
      Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred.





i. Basic
      Loss Per Share





The
      computation of basic loss per share of common stock is based on the weighted
      average number of shares outstanding during the period.


For
                  the year endedDecember 31, 2006
              
              For
                  the year endedDecember 31, 2005Loss
                  (numerator)
              
              $
              (5,186,557
              )
              $
              (120,635
              )Shares
                  (denominator)
              
              
              15,691,398
              
              
              4,516,513Per
                  share amount
              
              $
              (0.33
              )
              $
              (0.03
              )




j.
      Recently Issued Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier adoption is encouraged. The Company does
      not expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.





In
      June
      2006, the Financial Accounting Standards Board issued FASB Interpretation No.
      48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109”, which prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on de-recognition, classification, interest and penalties, accounting
      in interim periods, disclosure and transition. FIN 48 is effective for fiscal
      years beginning after December 15, 2006. The Company does not expect the
      adoption of FIN 48 to have a material impact on its financial reporting, and
      the
      Company is currently evaluating the impact, if any, the adoption of FIN 48
      will
      have on its disclosure requirements.





F-7


**AMERICAN
        RACING CAPITAL, INC.**
 Notes
        to
        the Financial Statements
 December
        31, 2006 and 2005




NOTE
      1
      -  NATURE
      OF
      ORGANIZATION (Continued)





j.
      Recently Issued Accounting Pronouncements (Continued)




In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
      amendment of FASB Statement No. 140.” This statement requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a servicing contract
      in
      any of the following situations: a transfer of the servicer’s financial assets
      that meets the requirements for sale accounting; a transfer of the servicer’s
      financial assets to a qualifying special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale securities or trading
      securities; or an acquisition or assumption of an obligation to service a
      financial asset that does not relate to financial assets of the servicer or
      its
      consolidated affiliates. The statement also requires all separately recognized
      servicing assets and servicing liabilities to be initially measured at fair
      value, if practicable, and permits an entity to choose either the amortization
      or fair value method for subsequent measurement of each class of servicing
      assets and liabilities. The statement further permits, at its initial adoption,
      a one-time reclassification of available for sale securities to trading
      securities by entities with recognized servicing rights, without calling into
      question the treatment of other available for sale securities under Statement
      115, provided that the available for sale securities are identified in some
      manner as offsetting the entity’s exposure to changes in fair value of servicing
      assets or servicing liabilities that a servicer elects to subsequently measure
      at fair value and requires separate presentation of servicing assets and
      servicing liabilities subsequently measured at fair value in the statement
      of
      financial position and additional disclosures for all separately recognized
      servicing assets and servicing liabilities. This statement is effective for
      fiscal years beginning after September 15, 2006, with early adoption permitted
      as of the beginning of an entity’s fiscal year. Management believes the adoption
      of this statement will have no immediate impact on the Company’s financial
      condition or results of operations.





NOTE
                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, additional capital resources  and
      developing a consistent source of revenues. Management’s plans include raising
      additional operating funds from the private placement 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.




F-8


**AMERICAN
        RACING CAPITAL, INC.**
 Notes
        to
        the Financial Statements
 December
        31, 2006 and 2005
  NOTE
        3 -  SIGNIFICANT
        EVENTS





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 1,500,000 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 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, 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 2,350,000 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, 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.




The
      shareholders of ARCI and ARCD became the controlling shareholders of the Company
      after the acquisitions. Accordingly, the acquisitions are accounted for as
      a
      recapitalization of ARCI and ARCD, whereby the historical financial statements
      of the ARCI and ARCD became the historical financial statements of the
      company.





On
      October 27, 2006 the Company entered into a settlement agreement whereby it
      cancelled 1,500,000 shares of its common stock in exchange for its subsidiaries,
      FastOne, Inc. and Davy Jones Motorsports, Inc. The Company also agreed to pay
      its former President $240,000 in severance compensation. The Company is to
      pay
      $10,000 per month and owes $200,000 which is included in accrued expenses as
      of
      December 31, 2006.





On
      March
      15, 2006, the Company elected to reverse-split its common stock on a 100 shares
      for one share basis. All references to common stock within these financial
      statements have been retroactively restated so as to incorporate the effect
      of
      this reverse stock-split.





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 in turn holds a 40% interest
      in LJ&J Enterprises of Tennessee, Inc., a Tennessee corporation. (“LJJ) The
      Company has the right to acquire up to 80% of LJJ upon payment of $700,000
      of
      which $450,000 has been paid as of December 31, 2006.





F-9





**AMERICAN
        RACING CAPITAL, INC.**
 Notes
        to
        the Financial Statements
 December
        31, 2006 and 2005


NOTE
      4 -  DISCONTINUED
      OPERATIONS





In
      2006
      the Company discontinued the operations of its wholly owned subsidiaries
      FastOne, Inc. and Davy Jones Motorsports, Inc. The accompanying financial
      statements have been presented to reflect the operations.


For
                  the Years Ended December 31,2006
              
              2005Revenues
              
              $
              5,375
              
              $
              88,989General
                  and administrative
              
              
              (87,485
              )
              
              209,624Other
                  income (expense)
              
              
              -
              
              
              -Net
                  loss before income taxes
              
              
              (82,110
              )
              
              (120,635
              )Income
                  tax expense
              
              
              -
              
              
              -Net
                  gain
              
              $
              (82,110
              )
              $
              (120,635
              )




NOTE
      5 -  UNCONSOLIDATED
      SUBSIDIARY





The
      Company accounts for its equity investment in an unconsolidated subsidiary
      under
      the equity method of accounting. The investment was acquired late November
      2006.
      The investment is recorded at its cost of $450,000. Permanent impairments are
      recorded as a loss on the income statement. The Company reviews its investments
      annually for impairment.The Company accounts for its interest in LJJ using
      the
      equity method of accounting whereby the Company records its proportionate share
      of the net income or loss of the equity interest. The condensed financial
      statements of LJJ as of December 31, 2006 are as follows:


Balance
                  Sheet:Cash
              
              $
              181,469Property
                  and equipment
              
              
              15,021Total
                  Assets
              
              $
              196,490Accounts
                  payable and accrued expenses
              
              $
              53,050Related
                  party payables
              
              
              200,000Stockholders’
                  equity (deficit)
              
              
              (56,560
              )Total
                  Liabilities and Equity
              
              $
              196,490Statement
                  of Operations:Revenues
              
              $
              876,374Operating
                  expenses
              
              
              1,245,071Net
                  Loss
              
              $
              (368,697
              )




The
      Company recorded a gain on the disposal of its discontinued
      operations of $1,339,408.




F-10


**AMERICAN
      RACING CAPITAL, INC.**


Notes
      to
      the Financial Statements


December
      31, 2006 and 2005




NOTE
      6 -  CONVERTIBLE
      DEBT





On
      July
      25, 2006, the Company entered into a 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) warrants to purchase 10,000,000 shares of the Company’s Common Stock (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 our 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. In
      connection with the Securities Purchase Agreement, the Company issued to the
      Investors seven year warrants to purchase 10,000,000 shares of the Company’s
      Common Stock at an exercise price of $0.30. 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 $152,778 during the year ended December 31, 2006. A
      summary of the convertible debt as of December 31, 2006 is as
      follows:


Convertible
                  Debt Payable
              
              $
              1,000,000Discount
              
              
              (847,222
              )Net
              
              $
              152,778


F-11