**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB-A**





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


**For
      the fiscal year ended December 31, 2007**





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, California   
                92192**(Address
                of principal executive offices) (Zip Code)**Issuer’s
                telephone number:**
            **888.520.1030****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. Yes x** **No o** **2. Yes x**No o****




**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 check mark if the registrant is a shell company as defined in Rule 12b-2
      of
      the Exchange Act Yes o** **No x**




**State
      Issuer’s Revenues for its most recent fiscal year:**  **$485,335**




**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 $239,281 based on the bid price
      of $0.61 per share of our common stock at April 4, 2008.**




**As
      of December 31, 2007, the Company had 27,353,285 shares of its 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
              
              
              8Item
                  3. Legal Proceedings
              
              
              8Item
                  4. Submission Of Matters To A Vote Of Securities Holders
              
              
              8PART
                  II
              
              
              9Item
                  5. Market For Common Equity And Related Stockholder
                  Matters
              
              
              9Item
                  6. Management’s Discussion And Analysis Or Plan Of
                  Operation
              
              
              10Item
                  7. Financial Statements
              
              
              12Item
                  8. Changes In And Disagreements With Accountants On Accounting
                  And
                  Financial Disclosure
              
              
              13Item
                  9A (T). Controls And Procedures
              
              
              13ITEM
                  8B. OTHER INFORMATION
              
              
              14PART
                  III
              
              
              15Item
                  9. Directors And Executive Officers, Promoters, And Control Persons;
                  Compliance With Section 16(a)
                  Of The Exchange Act
              
              
              15Item
                  10. Executive Compensation
              
              
              16Item
                  11. Security Ownership Of Certain Beneficial Owners And
                  Management
              
              
              17Item
                  12. Certain Relationships And Related Transactions
              
              
              18Item
                  13. Exhibits
              
              
              19Item
                  14. Principal Accounting Fees And Services
              
              
              20
  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 ”
or
      “American Racing Capital”) 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 ARC to continue its growth
      strategy and competition, 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.




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. The Company is in default of its obligations under
      the
      Settlement Agreement and General Release.




**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;
      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.




American
      Racing Capital intends to attempt 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. All of the Company’s plans are dependent
      on the Company’s ability to raise sufficient financing. In the event the Company
      does not obtain such financing, the Company will have to curtail or cease its
      operations.




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. 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.




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. Many races broadcast live on network and cable
      TV.




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.




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.




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 Sales and Marketing**




We
      intend
      to 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.




**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.




3





**Employees**




As
      of
      April 2, 2008, 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, 2007 we have not been profitable and have lost
      money on both a cash and non-cash basis. For the year ended December 31, 2007,
      we recorded a loss of operations of $6,598,156. Our accumulated deficit was
      $11,960,153 as of December 31, 2007. 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 reaching
      or
      maintaining profitable operations. Accordingly, we may continue to experience
      liquidity and cash flow problems.




**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, 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, 2007 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, 2007, 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.




4




**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 $1,788,938 at December 31, 2007, which means that
      our
      current liabilities as of that date exceeded our current assets. 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, 2007
      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
      operations.




**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 forced to 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.




5




**Additional
      Financing Will Likely 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 will likely also involve
      dilution to our then-existing stockholders, which could result in a decrease
      in
      the price of our common stock.




**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 key executives and
      consultants, including A. Robert Koveleski, our President and Chief Executive
      Officer and Principle Accounting Officer. Steve Pinson resigned as Secretary
      and
      Board Member effective March 17, 2008. At present, Mr. Pinson will remain as
      consultant to the Company. 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
      intend
      to 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.





**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 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.
      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.




6




**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 Stock1,000,000
      of
      which were issued to management and are outstanding as of March 31, 2008.
      To the extent we issue preferred stock, it could affect your rights or reduce
      the value of your common stock. In particular, specific rights granted to future
      holders of preferred stock could be used to restrict our ability to merge with
      or sell our assets to a third party. These terms may include voting rights,
      and
      may include preferences as to dividends and liquidation, conversion and
      redemption rights, and sinking fund provisions.




**We
      Have Not, And Currently Do Not Anticipate, Paying Dividends On Our Common Stock.**




We
      have
      never paid any dividend on our common stock and do not plan to pay dividends
      on
      our common stock for the foreseeable future. We currently intend to retain
      future earnings, if any, to finance operations, capital expenditures and to
      expand our business.





**There
      Is A Limited Market For Our Common Stock Which Makes It Difficult For Investors
      To Engage In Transactions In Our Securities.**




Our
      common stock is quoted on the Over the Counter Bulletin Board under the symbol
      “AMRA.”




There
      is
      a limited trading market for our common stock. If public trading of our common
      stock does not increase, a liquid market will not develop for our common stock.
      The potential effects of this include difficulties for the holders of our common
      shares to sell our common stock at prices they find attractive. If liquidity
      in
      the market for our common stock does not increase, investors in our company
      may
      never realize a profit on their investment.




**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 post-split as low as $0.08 and as high as $24.50. 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.




7




**Item
      2. Description Of Properties**




The
      Company’s corporate offices are located in the home of the Company’s secretary
      at Stroudsburg, Pennsylvania. The Company is currently seeking to relocate
      into
      a new executive office.




**Item
      3. Legal Proceedings**




On
      February 4, 2008, Besser Kapital Fund, LTD. ("Besser") filed a Notice of Motion
      for Summary Judgment in lieu of Complaint with the Supreme Court of the State
      of
      New York, County of New York against the Company,  Motorsports and
      Entertainment of Tennessee, Inc. and ARC Development Corp. (collectively
      "Defendants").  The Notice of Motion alleged that ARC defaulted on a Senior
      Secured Convertible Note issued to it by Besser.  The Notice of Motion
      sought $180,000.00 plus interest, costs and attorney's fees.




Defendants
      entered into a Stipulation of Settlement with Besser that provided that
      Defendants shall pay Besser a total of $220,373.69 on or before May 15,
      2008.  If payment is made on or before May 15, 2008, the parties will
      exchange mutual releases, and Besser shall file a Stipulation of Discontinuance
      with the Court.  If Defendants do not make full payment on or before May
      15, 2008, Besser is entitled to an Entry of Judgment upon Default without
      further notice to the Defendants.




On
      March
      4, 2008, Davy Jones and the Company verbally agreed to a settlement that will
      resolve all claims brought by Jones against the Company in the present
      action.  Pursuant to the settlement agreement, the Company will issue
      shares to Jones in exchange for dismissal of all claims.  The parties are
      now in the process of exchanging and reviewing the written settlement documents
      that will memorialize the settlement agreement.  Counsel expects that the
      written settlement agreement will be finalized and executed before the end
      of
      April, 2008.




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




None.




8




**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, 2007, 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 33,333,333 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, 2007, 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
                2007**
            
            **High
                Bid**
            
            **Low
                Bid**1stQuarter Ended March 31
            
            $
            1.90
            
            $
            0.132ndQuarter Ended June 30
            
            $
            1.06
            
            $
            0.083rdQuarter Ended September 30
            
            $
            0.71
            
            $
            0.054thQuarter Ended December 31
            
            $
            0.40
            
            $
            0.80**YEAR
                2006**
            
            
            **High
                Bid**
            
            
            **Low
                Bid**1stQuarter Ended March 31
            
            $
            3.10
            
            $
            2.502ndQuarter Ended June 30
            
            $
            3.50
            
            $
            2.003rdQuarter Ended September 30
            
            $
            3.50
            
            $
            2.504thQuarter Ended December 31
            
            $
            24.50
            
            $
            2.10


At
      December 31, 2007, we had approximately 108 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, 2007, the Company issued the following unregistered
      securities:




On
      December 7, 2007, the Company issued Ten Million Eighty Hundred Ninety Thousand
      (10,890,000) shares of common stock and Five Hundred Thousand (500,000) shares
      of preferred stock for One Hundred Ninety-Six (196) shares of Millennium
      Motorsports




9




**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,
      2007 and December 31, 2006 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, 2007, the Company’s accumulated deficit of $11,960,153 and its
      working capital deficiency of $1,788,938 raise substantial doubt about its
      ability to continue as a going concern. As of April 8, 2008, the Company’s cash
      on hand was $7,390. 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, 2007 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.




**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, 2007 and 2006.




10





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 2008 financial statements.




**Results
      Of Operations For The Year Ended December 31, 2007 Compared To The Year Ended
      December 31, 2006**




***Revenues***




We
      had no
      revenues from continuing operations for the year ended December 31, 2006 and
      revenues of $485,335 for the fiscal year ending 2007 from the operations of
      LJ&J. We began consolidating the operations of LJ&J as of July 1,
      2007.




***Operating
      Expenses*** **.** Operating expenses for the year ended December 31, 2006 were $6,257,102.
      Operating expenses for the year ended December 31, 2007 were $5,974,915. 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. Operating expenses in 2007 consisted of
      $4,463,796 in consulting fees, $324,628 in legal and professional fees and
      salaries and wages of $205,777. $3,952,460 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 operations of $6,598,156 for the year ended December
      31,
      2007.




**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 $6,598,156 for the years ended December 31,
      2006 and December 31, 2007, respectively. We have an accumulated deficit of
      $11,960,153 at December 31, 2007. As of December 31, 2007, the Company’s had
      assets of $1,105,434 and liabilities of $1,806,328, a difference of $700,894.
      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,
      2007. **** During
      2007, $1,500,000 in working capital was raised through placements of convertible
      debt. During 2006, $1,000,000 in working capital was raised through placements
      of 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 10,000,0000 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.




11




Cash
      used
      by operating activities was $471,520 for the year ended December 31, 2006,
      compared to cash used of $1,174,327 for 2007. The increase in cash used was
      due
      primarily to the development of our motor sports consulting
      business.




We
      used
      $450,000 of cash to invest in our unconsolidated subsidiary in 2006 and $250,000
      in 2007.




Cash
      provided by financing activities was $1,408,354 during fiscal year 2007,
      compared to cash provided by financing activities of $896,633 during 2006.
      This
      difference was mainly due to an increase in convertible debt proceeds in
      2007.




**Plan
      Of Operation for 2008**




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 with a professional racing team and a national driving
      school network to leverage the popularity and growth of the motor sports
      industry.




**Recent
      Accounting Pronouncements**




December
      2007, the FASB issued SFAS 160, “Noncontrolling interests in Consolidated
      Financial Statements - an amendment of ARB No. 51”. This Statement amends ARB 51
      to establish accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. This Statement is effective for fiscal years beginning
      on
      or after December 15, 2008. Early adoption is not permitted. Management is
      currently evaluating the effects of this statement, but it is not expected
      to
      have any impact on the Company’s financial statements.





In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
      an entity to irrevocably elect fair value as the initial and subsequent
      measurement attribute for certain financial assets and financial liabilities,
      with changes in fair value recognized in earnings as they occur. SFAS 159 also
      requires an entity to report those financial assets and financial liabilities
      measured at fair value in a manner that separates those reported fair values
      from the carrying amounts of assets and liabilities measured using another
      measurement attribute on the face of the statement of financial position.
      Lastly, SFAS 159 requires an entity to provide information that would allow
      users to understand the effect on earnings of changes in the fair value on
      those
      instruments selected for the fair value election. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007 with early adoption permitted.
      The Company is continuing to evaluate SFAS 159 and to assess the impact on
      its
      results of operations and financial condition if an election is made
      to adopt the standard.





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
      2007, the Financial Accounting Standards Board issued FAS No. 141R, *Business
      Combinations* - This
      Statement implements certain revisions to SFAS 141, including changes to the
      measurement of purchase consideration, measurement of goodwill, capitalization
      of in-process research and development, and definition of the acquisition date.
      This statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. The implementation of
      this pronouncement had no effect on the Company’s consolidated financial
      statements.




**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.




12




**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
      9A (T):**  **CONTROLS
      AND PROCEDURES**




(a)
      Evaluation of Disclosure Controls and Procedures





Disclosure
      controls and procedures are designed to ensure that information required to
      be
      disclosed in the reports that are filed or submitted under the Exchange Act
      is
      recorded, processed, summarized and reported, within the time periods specified
      in the Securities and Exchange Commission’s rules and forms. Disclosure controls
      and procedures include, without limitation, controls and procedures designed
      to
      ensure that information required to be disclosed in the reports that are filed
      under the Exchange Act is accumulated and communicated to management, including
      the principal executive officer, as appropriate to allow timely decisions
      regarding required disclosure. Under the supervision of and with the
      participation of management, including the principal executive officer and
      principal financial officer, the Company has evaluated the effectiveness of
      the
      design and operation of its disclosure controls and procedures as of December
      31, 2007, and, Based on this evaluation, management concluded that the Company’s
      internal control over financial reporting was not effective as of December
      31,
      2007, due to a lack of segregation of duties.





(b)
      Changes in Internal Controls





There
      have been no significant changes in internal controls or in other factors that
      could significantly affect these controls subsequent to the date of the
      evaluation described above, including any corrective actions with regard to
      significant deficiencies and material weaknesses.





(c)
      Management’s Annual Report on Internal Control Over Financial
      Reporting





The
      management of the Company is responsible for establishing and maintaining
      adequate internal control over financial reporting and for the assessment of
      the
      effectiveness of internal control over financial reporting. As defined by the
      SEC, internal control over financial reporting is defined in Rule 13a-15(f)
      or
      15d-15(f) promulgated under the Exchange Act as a process designed by, or under
      the supervision of, the Company’s principal executive and principal financial
      officers and effected by the Company’s board of directors, management and other
      personnel, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles. The
      Company’s internal control over financial reporting is supported by written
      policies and procedures that: (1) pertain to the maintenance of records that,
      in
      reasonable detail, accurately and fairly reflect the transactions and
      dispositions of the Company’s assets; (2) provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles and
      that
      receipts and expenditures of the Company are being made only in accordance
      with
      authorizations of the Company’s management and directors; and (3) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Company’s assets that could have a
      material effect on the financial statements.





The
      Company’s internal control system was designed to provide reasonable assurance
      to the Company’s management and board of directors regarding the preparation and
      fair presentation of published financial statements. All internal control
      systems, no matter how well designed, have inherent limitations which may not
      prevent or detect misstatements. Therefore, even those systems determined to
      be
      effective can provide only reasonable assurance with respect to financial
      statement preparation and presentation. Projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management
      conducted an evaluation of the effectiveness of the Company’s internal control
      over financial reporting as of December 31, 2007. In making this assessment,
      management used the framework set forth in the report entitled “Internal
      Control-Integrated Framework” issued by the Committee of Sponsoring
      Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
      each of the components of a company’s internal control system, including (i) the
      control environment, (ii) risk assessment, (iii) control activities, (iv)
      information and communication, and (v) monitoring. Based on this evaluation,
      management concluded that the Company’s internal control over financial
      reporting was not effective as of December 31, 2007, due to a lack of
      segregation of duties.




13





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permits us to provide only management’s report in this annual
      report."




**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
            
            54
            
            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.




***Family
      Relationships***




There
      is
      no family relationship between or among any Officer and Director.




***Term
      of Office***




The
      directors named above will serve until the next annual meeting of our
      stockholders. In 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 qualifies as the audit committee
      financial expert, as defined by Regulation S-B Item 401. Mr. Koveleski is not
      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.




15






**Item
      10. Executive Compensation**




The
      following table sets forth the compensation awarded by the Company for the
      fiscal years ended December 31, 2006 and 2007 to the following executives (the
      “ Named
      Executive Officers ”):




**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)
            
            
            2007
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            —
            
            
            —
            
            
            —President
                and Chief Executive Officer
            
            
            2006
            
            $
            32,500
            
            
            0
            
            
            0
            
            
            0
            
            
            —
            
            
            —
            
            
            —A.
                Robert Koveleskis(2)
            
            
            2007
            
            $
            32,500
            
            
            0
            
            
            0
            
            
            0
            
            
            —
            
            
            —
            
            
            —Vice
                President and Interim Principal Accounting Officer
            
            
            2006
            
            $
            32,500
            
            
            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 2006, the
      Company and Mr. Koveleski entered into a definitive employment agreement,
      whereby an additional $20,000 was paid in 2006.




**Employment
      Agreements**




As
      described above, the Company entered into a written employment agreement with
      Mr. Koveleski in August 2006. 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’s compensation from the Company is in the
      amount of $120,000 plus a stock option plan.




16




**Compensation
      Pursuant To Plans**




For
      the
      fiscal year ended December 31, 2007, 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, 2007, and the subsequent period up to the date
      of
      the filing of this Annual Report, the Company did not compensate directors
      for
      their services.




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




The
      Company does not 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** **AND RELATED STOCKHOLDER MATTERS**




**Security
      Ownership Of Certain Beneficial Owners**




As
      of
      December 31, 2007, there were 27,353,285 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 April 5, 2008, 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****(2)**Common
            
            
            A.
                Robert Koveleski
              6860
                Robbins Ct
              San
                Diego, CA 92122
            
            
            190,001
            (1)
            
            0.69
            %Common
            
            
            Ski
                3 LLC
              6860
                  Robbins Ct
                San
                  Diego, CA 92122
            
            
            10,000,000
            (1)
            
            36.56
            %Common
            
            
            SW
                International
              401
                B. Street
              Suite
                1200
              San
                Diego, CA 92101
            
            
            800,001
            (1)
            
            2.92
            %Common
            
            
            Millennium
                Motorsports of New Jersey
              PO
                Box 378
              Long
                Pond, PA 18334
            
            
            10,890,000
            (2)
            
            39.81
            %




**(1)**
            **Includes 
                190,000 shares held by A. Robert Kovelesk, 10,000,000 shares held
                of
                record by Ski 3 LLC and 800,001 shares held of record by SW International
                LLC. Ski 3 LLC also owns 500,000 shares of Preferred
                Stock.**




**(2)**
            **Includes
                10,890,000 shares held of record by Millennium Motor Sports of New
                Jersey.
                Millennium Motor Sports of New Jersey also owns 500,000 shares of
                Preferred Stock.**




17




**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****(1)**
            
            **Percentage
                of Class****(2)****Common**A.
                Robert Koveleski, President, Chief Executive Officer, Secretary and
                Interim Principal Accounting Officer
            
            
            10,990,001
            
            
            40.17
            %All
                Officers and Directors as a Group (1 Person)
            
            
            10,990,001
            
            
            40.17
            %


(1)
            Applicable
                percentage of ownership is based on 26,353,285 shares of common stock
                outstanding as of April 5, 2008 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 April 5, 2008 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.




**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, Chief Executive Officer, Secretary
                  and
                  Interim Principal Accounting Officer
            
            
            500,000
            
            
            100.00
            %All
                Officers and Directors as a Group (1 Person)
            
            
            500,000
            
            
            100.00
            %




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




**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.




18




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




**Financial
      Statements.** The
      audited financial statements for 2007 and 2006 are attached to this
      report.




**Exhibits.** The
      following exhibits are included as part of this report:





**Exhibits:**




**Exhibit
                Number**
            
            **Title
                of Document**
            
            **Location**3.2
            
            Certificate
                of Designation of the Series A Convertible Preferred Stock of American
                Racing Capital, Inc.
            
            Incorporated
                by reference as Exhibit 3.2 to Form 8-K filed on December 5,
                200510.1
            
            Share
                Exchange Agreement, dated October 17, 2005, by and among the Company,
                American Racing Capital, Inc., and the shareholders of American Racing
                Capital, Inc.
            
            Incorporated
                by reference as Exhibit 99.1 to Form 8-K filed on October 17, 200510.2
            
            Share
                Exchange Agreement, dated October 18, 2005, by and among the Company,
                ARC
                Development Corporation, and the shareholders of ARC Development
                Corporation
            
            Incorporated
                by reference as Exhibit 99.1 to Form 8-K filed on October 19,
                200510.3
            
            Securities
                Purchase Agreement dated July 25, 2006, by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd. and AJW Partners, LLC
            
            Incorporated
                by reference as Exhibit 4.1 to Form 8-K filed on August 4,
                200610.4
            
            Form
                of Callable Convertible Secured Note by and among New Millennium
                Capital
                Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
                and AJW
                Partners, LLC
            
            Incorporated
                by reference as Exhibit 4.2 to Form 8-K filed on August 4,
                200610.5
            
            Form
                of Stock Purchase Warrant issued to New Millennium Capital Partners
                II,
                LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC
            
            Incorporated
                by reference as Exhibit 4.3 to Form 8-K filed on August 4,
                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,
                200610.9
            
            Triggering
                event that accelerate or increase a direct financial obligation under
                an
                off-balance sheet agreement
            
            Incorporated
                by reference as Exhibit 4.7 to Form 8-K filed on January 23,
                200810.10
            
            A
                Robert Koveleski Employment Agreement
            
            Provided
                herewith31.1
            
            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
                herewith




19




32.1
            
            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, 2007 and December 31, 2006.




***Audit
      Fees.*** The
      aggregate fees billed for professional services rendered was $20,000 and $10,000
      each for the audits of the Company’s annual financial statements for the fiscal
      years ended December 31, 2007 and December 31, 2006, and the reviews of the
      financial statements included in the Company’s annual and quarterly reports for
      those fiscal years, respectively.




***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.




**AMERICAN
                RACING CAPITAL, INC.**April
                25, 2008
            By:
            */s/
              A. Robert Koveleski*A.
                Robert KoveleskiPresident,
                Chief Executive Officer, and
                Director




By:
            */s/A.
              Robert Koveleski*A.
                Robert KoveleskiSecretary,
                Principal AccountingOfficer
                and Secretary




21






**AMERICAN
                RACING CAPITAL, INC.**Balance
                Sheets




December
                31,2007
            
            2006ASSETSCURRENT
                ASSETSCash
            
            $
            7,390
            
            $
            23,363Prepaid
                expenses and refundable deposits
            
            
            10,000
            
            
            755Total
                Current Assets
            
            
            17,390
            
            
            24,118FIXED
                ASSETS, net
            
            
            13,346
            
            
            -OTHER
                ASSETSGoodwill
            
            
            1,074,698
            
            
            -Equity
                investment
            
            
            -
            
            
            443,525Total
                Other Assets
            
            
            1,074,698
            
            
            443,525TOTAL
                ASSETS
            
            $
            1,105,434
            
            $
            467,643LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            375,206
            
            $
            269,850Convertible
                debt payable, net
            
            
            1,000,801
            
            
            152,778Judgment
                payable
            
            
            205,477
            
            
            -Notes
                payable - related parties
            
            
            224,844
            
            
            -Total
                Current Liabilities
            
            
            1,806,328
            
            
            422,628TOTAL
                LIABILITIES
            
            
            1,806,328
            
            
            422,628STOCKHOLDERS'
                EQUITY (DEFICIT)Preferred
                stock: 2,000,000 shares authorized;$0.001
                par value; 1,000,000 and 1,000,000 shares issuedand
                outstanding, respectively
            
            
            1,000
            
            
            1,000Common
                stock; 500,000,000 shares authorized,$0.001
                par value; 27,353,285 and 2,639,140 sharesissued
                and outstanding, respectively
            
            
            27,353
            
            
            2,639Additional
                paid-in capital
            
            
            11,014,814
            
            
            5,403,373Minority
                interest
            
            
            216,092
            
            
            -Deficit
                accumulated during the development stage
            
            
            (11,960,153
            )
            
            (5,361,997
            )Total
                Stockholders' Equity (Deficit)
            
            
            (700,894
            )
            
            45,015TOTAL
                LIABILITIES AND STOCKHOLDERS'EQUITY
                (DEFICIT)
            
            $
            1,105,434
            
            $
            467,643The
                accompanying notes are an integral part of these financial
                statements.






F-1




**AMERICAN
                  RACING CAPITAL, INC.**Statements
                  of Operations
  For
                  the Years EndedDecember 31,2007
              
              2006REVENUES
              
              $
              485,335
              
              $
              -COST
                  OF SALES
              
              
              546,566
              
              
              -Gross
                  Profit (Loss)
              
              
              (61,231
              )
              
              -OPERATING
                  EXPENSESLegal
                  and professional
              
              
              324,628
              
              
              66,883Consulting
                  expense
              
              
              4,463,796
              
              
              6,008,581Salaries
                  and wages
              
              
              205,777
              
              
              24,318General
                  and administrative
              
              
              980,714
              
              
              157,320Total
                  Operating Expenses
              
              
              5,974,915
              
              
              6,257,102LOSS
                  FROM OPERATIONS
              
              
              (5,489,580
              )
              
              (6,257,102
              )OTHER
                  EXPENSEMinority
                  interest
              
              
              (91,855
              )
              
              6,475Interest
                  expense
              
              
              1,200,431
              
              
              180,278Total
                  Other Expense
              
              
              1,108,576
              
              
              186,753LOSS
                  FROM CONTINUING OPERATIONS
              
              
              (6,598,156
              )
              
              (6,443,855
              )DISCONTINUED
                  OPERATIONS
              
              
              -
              
              
              (82,110
              )GAIN
                  (LOSS) FROM DISCONTINUED OPERATIONS
              
              
              -
              
              
              1,339,408NET
                  LOSS
              
              $
              (6,598,156
              )
              $
              (5,186,557
              )BASIC
                  LOSS PER COMMON SHAREContinuing
                  operations
              
              $
              (0.44
              )
              $
              (4.11
              )Discontinued
                  operations
              
              
              0.00
              
              
              0.80Total
              
              $
              (0.44
              )
              $
              (3.31
              )WEIGHTED
                  AVERAGE NUMBER OFCOMMON
                  SHARES OUTSTANDING
              
              
              14,996,213
              
              
              1,569,140The
                  accompanying notes are an integral part of these financial
                  statements.






F-2




**AMERICAN
                  RACING CAPITAL, INC.**Statements
                  of Stockholders' Equity (Deficit)
  AdditionalPreferred
                  Stock
              
              Common
                  Stock
              
              Paid-In
              
              Minority
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Interest
              
              Deficit
              
              TotalBalance,
                  December 31, 2005
              
              
              2,000,000
              
              $
              2,000
              
              
              499,140
              
              $
              499
              
              $
              643
              
              $
              -
              
              $
              (175,440
              )
              $
              (172,298
              )Common
                  shares issued for services
              
              
              -
              
              
              -
              
              
              2,290,000
              
              
              2,290
              
              
              5,709,220
              
              
              -
              
              
              -
              
              
              5,711,510Fair
                  value of beneficial conversion feature
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,000,000
              
              
              -
              
              
              -
              
              
              1,000,000Fair
                  value of warrants granted for debt
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              47,871
              
              
              -
              
              
              -
              
              
              47,871Shares
                  cancelled for discontinued operations(1,000,000
              )
              
              (1,000
              )
              
              (150,000
              )
              
              (150
              )
              
              (1,354,361
              )
              
              
              
              
              
              
              
              (1,355,511
              )Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,186,557
              )
              
              (5,186,557
              )Balance,
                  December 31, 2006
              
              
              1,000,000
              
              
              1,000
              
              
              2,639,140
              
              
              2,639
              
              
              5,403,373
              
              
              -
              
              
              (5,361,997
              )
              
              45,015Common
                  shares issued for services and interest
              
              
              -
              
              
              -
              
              
              24,714,145
              
              
              24,714
              
              
              3,927,746
              
              
              -
              
              
              -
              
              
              3,952,460Acquisition
                  of subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              310,560
              
              
              -
              
              
              310,560Fair
                  value of beneficial conversion feature
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,370,045
              
              
              -
              
              
              -
              
              
              1,370,045Fair
                  value of warrants granted for debt
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              313,650
              
              
              -
              
              
              -
              
              
              313,650Net
                    loss for the year ended December 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (94,468
              )
              
              (6,598,156
              )
              
              (6,692,624
              )Balance,
                  December 31, 2007
              
              
              1,000,000
              
              $
              1,000
              
              
              27,353,285
              
              $
              27,353
              
              $
              11,014,814
              
              $
              216,092
              
              $
              (11,960,153
              )
              $
              (700,894
              )
  The
                  accompanying notes are an integral part of these financial
                  statements.






F-3




**AMERICAN
                  RACING CAPITAL, INC.**Statements
                  of Cash Flows
  For
                  the Years EndedDecember
                  31,2007
              
              2006OPERATING
                  ACTIVITIESNet
                  loss
              
              $
              (6,598,156
              )
              $
              (5,186,557
              )Adjustments
                  to reconcile net loss tonet
                  cash used by operating activities:Depreciation
                  expense
              
              
              4,106
              
              
              788Amortization
                  of discount on convertible debt
              
              
              848,023
              
              
              152,778Loss
                  from equity investment
              
              
              2,613
              
              
              6,475Common
                  stock issued for services
              
              
              3,952,460
              
              
              5,711,510Fair
                  value of warrants granted for debt
              
              
              313,650
              
              
              47,871Gain
                  on discontinued operations
              
              
              -
              
              
              (1,339,408
              )Changes
                  in operating assets and liabilities:(Increase)
                  in prepaid expenses
              
              
              (9,245
              )
              
              (755
              )Increase
                  in accounts payable
              
              
              312,222
              
              
              183,649Net
                  Cash Used by OperatingActivities
              
              
              (1,174,327
              )
              
              (423,649
              )INVESTING
                  ACTIVITIESPurchase
                  of subsidiary investment
              
              
              (250,000
              )
              
              (450,000
              )Purchase
                  of fixed assets
              
              
              -
              
              
              -Net
                  Cash Used by InvestingActivities
              
              
              (250,000
              )
              
              (450,000
              )FINANCING
                  ACTIVITIESDiscontinued
                  operations
              
              
              -
              
              
              (103,367
              )Cash
                  in consolidated subsidiary
              
              
              108,354
              
              
              -Proceeds
                  from notes payable
              
              
              1,500,000
              
              
              1,000,000Payments
                  on notes payable
              
              
              (200,000
              )
              
              -Net
                  Cash Provided by OperatingActivities
              
              
              1,408,354
              
              
              896,633NET
                  (DECREASE) INCREASE IN CASH
              
              
              (15,973
              )
              
              22,984CASH
                  AT BEGINNING OF YEAR
              
              
              23,363
              
              
              379CASH
                  AT END OF YEAR
              
              $
              7,390
              
              $
              23,363CASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -Taxes
              
              $
              -
              
              $
              -NON
                  CASH FINANCING ACTIVITIESCommon
                  stock cancelled for discontinuedoperations
              
              $
              -
              
              $
              1,335,511Debts
                  of subsidiary assumed
              
              $
              655,784
              
              $
              -The
                  accompanying notes are an integral part of these financial
                  statements.




F-4


**AMERICAN
        RACING CAPITAL, INC.**
 Notes
        to
        the Financial Statements
 December
        31, 2007 and 2006


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 consolidated 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-5
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2007 and 2006
  NOTE 1
                  -
                NATURE
                      OF ORGANIZATION
                      (Continued
  g.
        Advertising
 
 The
        Company follows the policy of charging the costs of advertising to expense
        as
        incurred. The Company incurred advertising expense of $62,500 and $-0- during
        the years ended December 31, 2007 and 2006, respectively.
 
 h.
        Basic
        Loss Per Common Share
 
 The
        computation of basic loss per share of common stock is based on the weighted
        average number of common shares outstanding during the period. Common stock
        equivalents are excluded from the computation as their effect would be
        anti-dilutive.
 For
                    the year ended
                
                For
                    the year endedDecember
                    31, 2007
                
                December
                    31, 2006Loss
                    (numerator)
                
                $
                (6,692,624
                )
                $
                (5,186,557
                )Shares
                    (denominator)
                
                
                14,996,213
                
                
                1,569,140Per
                    share amount
                
                $
                (0.45
                )
                $
                (0.31
                )
  i.
        Recently Issued Accounting Pronouncements
 
 December
        2007, the FASB issued SFAS 160, “Noncontrolling interests in Consolidated
        Financial Statements - an amendment of ARB No. 51”. This Statement amends ARB 51
        to establish accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. It clarifies
        that a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. This Statement is effective for fiscal years beginning
        on
        or after December 15, 2008. Early adoption is not permitted. Management is
        currently evaluating the effects of this statement, but it is not expected
        to
        have any impact on the Company’s financial statements.
  In
        February 2007 , the FASB issued SFAS 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
        an entity to irrevocably elect fair value as the initial and subsequent
        measurement attribute for certain financial assets and financial liabilities,
        with changes in fair value recognized in earnings as they occur. SFAS 159
        also
        requires an entity to report those financial assets and financial liabilities
        measured at fair value in a manner that separates those reported fair values
        from the carrying amounts of assets and liabilities measured using another
        measurement attribute on the face of the statement of financial position.
        Lastly, SFAS 159 requires an entity to provide information that would allow
        users to understand the effect on earnings of changes in the fair value on
        those
        instruments selected for the fair value election. SFAS 159 is effective for
        fiscal years beginning after November 15, 2007 with early adoption permitted.
        The Company is continuing to evaluate SFAS 159 and to assess the impact on
        its
        results of operations and financial condition if an election is made to adopt
        the standard.
 
 F-6
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2007 and 2006
  NOTE 1
                -
              NATURE
                    OF ORGANIZATION (Continued
 
 i.
        Recently Issued Accounting Pronouncements (Continued)
  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
        2007, the Financial Accounting Standards Board issued FAS No. 141R, *Business
        Combinations* - This
        Statement implements certain revisions to SFAS 141, including changes to
        the
        measurement of purchase consideration, measurement of goodwill, capitalization
        of in-process research and development, and definition of the acquisition
        date.
        This statement is effective for fiscal years, and interim periods within
        those
        fiscal years, beginning on or after December 15, 2008. The implementation
        of
        this pronouncement had no effect on the Company’s consolidated financial
        statements.
 
 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.
  NOTE 3
                -
              EQUITY
                    TRANSACTIONS
  The
        Company entered into a Share Exchange Agreement, dated October 17, 2005,
        by and
        among the Company, American Racing Capital, Inc., a Nevada corporation
        (“ ARCI ”)
        and
        the shareholders of ARCI (the “ ARCI
        Shareholders ”).
        Pursuant the Share Exchange Agreement, the ARCI Shareholders exchanged with,
        and
        delivered to the Company all of the issued and outstanding common stock of
        ARCI
        in exchange for 150,000 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 could 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.
  F-7
 
 **AMERICAN
            RACING CAPITAL, INC.**
 Notes
            to
            the Financial Statements
 December
            31, 2007 and 2006
 NOTE 3
                -
              EQUITY
                    TRANSACTIONS 
(Continued)
  On
        October 18, 2005, the Company entered into a Share Exchange Agreement, by
        and
        among the Company, ARC Development Corporation, a Nevada corporation
        (“ ARCD ”)
        and
        the shareholders of ARCD (the “ ARCD
        Shareholders ”).
        Pursuant to the Share Exchange Agreement, the ARCD Shareholders exchanged
        with,
        and delivered to, ARC the issued and outstanding common stock of ARCD in
        exchange for 235,000 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 150,000 shares of its common stock and 1,000,000 preferred shares
        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 $205,477 which
        is
        included in accrued expenses as of December 31, 2007. The Company is delinquent
        on its payment obligation. During 2007, a judgment was entered against the
        Company for the obligation. The Company recorded a gain on the disposal of
        its
        discontinued operations of $1,339,408.
 
 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. During 2007, the Company’s common stock was reverse
        split on a one share for 10 shares 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.
 
 During
        2007, the Company issued 24,714,145 shares of its common stock for services
        and
        accrued interest. The shares were valued at the trading price on the date
        of
        issuance which averaged $0.16 per share during 2007.
  F-8
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2007 and 2006
  NOTE 4
                -
              SUBSIDIARY
  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. During June 2007, the
        Company paid the balance of $250,000. Accordingly, the Company consolidates
        the
        operations of MET and LJJ beginning July 1, 2007. The Company recorded goodwill
        of $1,074,698 and a minority interest of $310,560 upon the consolidation
        of MET
        and LJJ. The Company reviews the goodwill annually for impairment. Permanent
        impairments are recorded as a loss on the income statement. No impairment
        has
        been recorded as of December 31, 2007.
 
 The
        Company accounted for its equity investment in an unconsolidated subsidiary
        under the equity method of accounting until June 30, 2007, whereby the Company
        recorded its proportionate share of the net income or loss of the equity
        interest.. The investment was acquired late November 2006 and recorded at
        its
        cost of $450,000. 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
                )
  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 (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. The notes are convertible into the Company’s Common Stock
        at the 60% of the average of the lowest three (3) trading prices for its
        shares
        of Common Stock during the twenty (20) trading day period prior to
        conversion.
 
 F-9
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2007 and 2006
 NOTE 6
                -
              CONVERTIBLE
                      DEBT
 In
        addition, the Company has granted the investors a security interest in
        substantially all of its assets, as well as intellectual property and
        registration rights. The Warrants entitle the investors to purchase 10,000,000
        shares of the Company’s Common Stock at an exercise price of $0.30 for seven
        years.
 
 The
        Company recorded an expense of $47,871 for the issuance of the warrants.
        The
        Company received $1,000,000 from the sale of the convertible debt during
        2006
        and $1,000,000 during 2007. The beneficial conversion feature attached to
        the
        convertible debt results in a discount of $2,000,000 which is being amortized
        over the 36 month term of the debt.
 
 During
        2007, the Company received an additional $500,000 from the sale of a six
        month,
        unsecured, 12% interest bearing convertible debenture. The Company recorded
        a
        discount of $370,045 for the beneficial conversion feature attached to this
        convertible debenture. The Company repaid $200,000 during 2007 but is currently
        in default on $300,000 of this debenture.
 
 The
        Company recorded amortization expense of $528,579 and $472,222 during the
        years
        ended December 31, 2007 and 2006, respectively. A summary of the convertible
        debt as of December 31, 2007 is as follows:
 Convertible
                    Debt Payable
                
                $
                2,300,000Accrued
                    Interest Payable
                
                
                82,745Discount
                
                
                (1,381,944
                )Net
                
                $
                1,000,801
  NOTE
                7 -
              FIXED
                  ASSETS
 
 The
        Company’s fixed assets are comprised of the following December 31,
        2007:
 Office
                    equipment
                
                $
                63,925Accumulated
                    depreciation
                
                
                (50,579
                )Net
                    Equipment
                
                $
                13,346
 
 The
        equipment is depreciated over its estimated useful life of 5 years under
        the
        straight-line method. Leasehold improvements are depreciated over the lesser
        of
        the lease term or the useful life of the asset. Depreciation expense for
        the
        years ended December 31, 2007 and 2006 was $4,106 and $-0-, respectively.
 
 NOTE
                8 -
              RELATED
                  PARTY PAYABLES
 The
            Company’s subsidiary has received cash advances from its founding shareholders.
            The advances are in the form of notes payable and accrued interest at
            6% per
            annum, are unsecured and due upon demand.
  F-10
 **AMERICAN
          RACING CAPITAL, INC.**
 Notes
          to
          the Financial Statements
 December
          31, 2007 and 2006
 NOTE
                9 -
              INCOME
                  TAXES
 
 The
        Company has adopted FASB 109 to account for income taxes. The Company currently
        has no issues which create timing differences that would mandate deferred
        tax
        expense. Net operating losses would create possible tax assets in future
        years,
        but due to the uncertainty as to the utilization of net operating loss carry
        forwards, a valuation allowance has been made to the extent of any tax benefit
        that net operating losses may generate.
 
 Net
        deferred tax assets consist of the following components as of December 31,
        2007
        and 2006:
 2007
                
                2006Deferred
                    tax assets:NOL
                    Carryover
                
                $
                923,344
                
                $
                345,594Deferred
                    tax liabilities:
                
                
                -
                
                
                -Valuation
                    allowance
                
                
                (923,344
                )
                
                (345,594
                )Net
                    deferred tax asset
                
                $
                -
                
                $
                -
 The
        income tax provision differs from the amount of income tax determined by
        applying the U.S. federal and state income tax rates of 39% to pretax income
        from continuing operations for the years ended December 31, 2007 and 2006
        due to
        the following:
 2007
                
                2006Book
                    Loss from Operations
                
                $
                (2,573,281
                )
                $
                (2,022,757
                )Options
                    and warrants issued for services
                
                
                122,324
                
                
                18,670Discount
                    on convertible debt
                
                
                330,729
                
                
                59,583Common
                    stock issued for services
                
                
                1,541,459
                
                
                2,227,489Loss
                    from equity investment
                
                
                1,019
                
                
                2,525Valuation
                    allowance
                
                
                577,750
                
                
                (285,510
                )$
                -
                
                $
                -
  At
        December 31, 2007, the Company had net operating loss carry forwards of
        approximately $2,367,548 that may be offset against future taxable income
        from
        the year 2024 through 2027. No tax benefit has been reported in the December
        31,
        2007financial statements since the potential tax benefit is offset by a
        valuation allowance of the same amount.
  Due
        to
        the change in ownership provisions of the Tax Reform Act of 1986, net operating
        loss carry forwards for Federal income tax reporting purposes are subject
        to
        annual limitations. Should a change in ownership occur, net operating loss
        carryforwards may be limited as to use in future years.
  F-11