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

                               AMENDMENT NO. 1 TO
                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 2005

|_|   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 Employer
 incorporation or organization)                          Identification Number)

                       P.O. Box 563, Zephyr Cove, NV 89448
                       -----------------------------------
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number:                                   (800) 914-3177

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(g) 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 |_| No |X|
                                                          2. Yes |_| No |X|

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|

State Issuer's Revenues for its most recent fiscal year:  $88,989

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 $0.25 per share at August 29, 2006.

As of August 29, 2005, the Company had 27,791,398 shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>         <C>                                                                                    <C>
PART I...............................................................................................1
   ITEM 1.  DESCRIPTION OF BUSINESS..................................................................1
   ITEM 2.  DESCRIPTION OF PROPERTIES................................................................5
   ITEM 3.  LEGAL PROCEEDINGS........................................................................5
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS....................................5
PART II..............................................................................................6
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.................................6
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................................7
   ITEM 7.  FINANCIAL STATEMENTS....................................................................10
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....10
   ITEM 8A.  CONTROLS AND PROCEDURES................................................................10
   ITEM 8B.  OTHER INFORMATION......................................................................10
PART III............................................................................................11
   ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH
   SECTION 16(a) OF THE EXCHANGE ACT................................................................11
   ITEM 10.  EXECUTIVE COMPENSATION.................................................................12
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.........................13
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................................14
   ITEM 13.  EXHIBITS...............................................................................15
   ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.................................................16
</TABLE>


                                       i
<PAGE>

                                     PART I

Forward-Looking Statements

      This Form 10-KSB contains "forward-looking statements" relating to
American Racing Capital, Inc. (formerly Altrimega Health Corporation) (the
"Company") which represent the Company's current expectations or beliefs
including, but not limited to, statements concerning the Company's operations,
performance, financial condition and growth. For this purpose, any statements
contained in this Form 10-KSB that are not statements of historical fact are
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may", "anticipation", "intend", "could", "estimate", or
"continue" or the negative or other comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, such as losses, dependence on management,
variability of quarterly results, and the ability of 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

      American Racing Capital, Inc. (the "Company") 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. Pursuant to that Letter of Intent and upon the consummation of a
definitive agreement, Altrimega was to acquire Creative Holdings, Inc. A Merger
Agreement was executed on August 15, 2002, between the Company, Altrimega
Acquisition Company, a Nevada corporation, Creative Holdings, Inc., a South
Carolina corporation and the shareholders of Creative Holdings, Inc. On
September 2, 2002, the Company, Creative Holdings and the shareholders of
Creative Holdings, Inc. 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, Inc. became a wholly owned
subsidiary of the Company.

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

      On October 17, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, American Racing Capital, Inc., a Nevada company
("ARCI") and the shareholders of ARCI, pursuant to which, the 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.


                                       1
<PAGE>

      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 235,000,000 shares of the
Company's Common Stock, and 1,000,000 shares of Series A Preferred Stock, which
can be converted at any time into three hundred (300) fully paid, nonassessable
shares of the Company's Common Stock. As a result of the Share Exchange
Agreement, on October 19, 2005, ARCD became a wholly-owned subsidiary of the
Company.

      As a result of the share exchange transactions, in October 2005, the
Company adopted a new strategy which seeks to integrate race track design and
development operations with a professional racing team and a national driving
school network to leverage the popularity and growth of the motor sports
industry.

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

Business Operations

      On October 17, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, ARCI and the shareholders of ARCI, pursuant to which,
the ARCI Shareholders exchanged with, and delivered to the Company all of the
issued and outstanding common stock of ARCI in exchange for 150,000,000 shares
of the Company's Common Stock and 1,000,000 shares of Series A Preferred Stock.
As a result of the Share Exchange Agreement, the shareholders of Fast One, Inc.,
DJ Motorsports, Inc. and ARCI became the controlling shareholders of the
Company. Fast One, Inc. and DJ Motorsports, Inc. were operating entities in the
race track design, development and track management.

      In 2006, the Company intends to operate in the following areas of business
of the motor sports industry:

      o     Race track design and development;
      o     Race track management;
      o     Motor sports marketing, event hosting and sponsorship services;
      o     Product licensing;
      o     Driver development; and
      o     Education driving concepts.

Competition

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

Employees

      Prior to the share exchange transactions with ARCI and ARCD in October
2005, the Company had one employee, John W. Gandy. Mr. Gandy served as the
Company's President and Chief Operating Officer until November 18, 2005.

      As of August 29, 2006, the Company has two employees. Mr. D. Davy Jones is
the Company's President and Chief Executive Officer. Mr. Robert A. Koveleski is
the Company's Vice-President and Interim Principal Accounting Officer. As of
December 31, 2005, the Company did not enter into formal employment agreements
with Messrs. Jones and Koveleski. As of the date of the filing of this Amendment
No. 1 to the Annual Report, the Company has not yet entered into any definitive
employment agreements with Messrs. Jones and Koveleski, but it plans to do so in
the near future.


                                       2
<PAGE>

                                  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, 2005 we have not been profitable
and have lost money on both a cash and non-cash basis. For the year ended
December 31, 2005, we recorded a loss of operations of $120,635. Our accumulated
deficit was $175,440 as of December 31, 2005. 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 Most Likely Need To Raise Additional Capital Or Debt Funding To Sustain
Operations, And Our Inability To Obtain Adequate Financing May Result In Us
Curtailing Our Business Operations

      Unless we can become profitable with the existing sources of funds, we
will require additional capital to sustain operations and may need access to
additional capital or additional debt financing to grow. In addition, to the
extent that we have a working capital deficit and we will need to raise capital
to repay the deficit and provide more working capital to permit growth in
revenues. We cannot assure you that financing whether from external sources or
related parties will be available if needed or on favorable terms. Our inability
to obtain adequate financing will result in the need to reduce the pace of
business operations. Any of these events could be materially harmful to our
business and may result in a lower stock price.

We Have Been The Subject Of A Going Concern Opinion From December 31, 2005 From
Our Independent Auditors, Which Means That We May Not Be Able To Continue
Operations Unless We Can Become Profitable or Obtain Additional Funding

      Our independent auditors have added an explanatory paragraph to their
audit opinions issued in connection with our financial statements for the year
ended December 31, 2005, 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, 2006. If we are not
successful in raising additional capital we may not be able to continue as a
going concern.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
On December 31, 2005 Were Not Sufficient To Satisfy Our Current Liabilities

      We had a working capital deficit of $173,465 at December 31, 2005, which
means that our current liabilities as of that date exceeded our current assets
on December 31, 2003 by $173,465. 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, 2005 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 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.


                                       3
<PAGE>

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:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     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

      o     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.

Our Limited Operating History Makes It Difficult Or Impossible To Evaluate Our
Performance And Make Predictions About Our Future

      Since October 2005, we have entered into discussions with third parties
with respect to several motor sports projects, yet no projects have been
finalized as of the date of this filing. 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, its business could fail.

Additional Financing May Potentially Dilute The Value Of Our Stockholders'
Shares

      We will need to raise additional capital to fund our anticipated future
expansion and implement our business plan. Any additional financing may also
involve dilution to our then-existing stockholders, which could result in a
decrease in the price of our common stock.

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 D. Davy Jones, our President and Chief Executive
Officer, and A. Robert Koveleski, our Vice-President and Interim Principal
Accounting Officer. The loss of the services of Messrs. Jones 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. We presently maintain a key-man life
insurance policy on Mr. Jones.


                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES

      The Company's corporate offices are located in the home of the Company's
president at Gardnerville, Nevada. The Company is currently seeking to relocate
into a new executive office.

ITEM 3. LEGAL PROCEEDINGS

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

      On January 11, 2005, the Company submitted a Preliminary Information
Statement on Schedule 14C (the "Preliminary Information Statement") setting
forth the following three proposals: (1) an amendment to the Company's articles
of incorporation to change the name of the Company to `Top Gun Sports &
Entertainment, Inc.'; (2) a request to authorize a 1-for-1000 reverse stock
split of the Company's outstanding common stock as of the Record Date as set
forth in the Information Statement; and (3) the election of three directors to
the Board of Directors. However, after the filing of the Preliminary Information
Statement, the Company did not proceed with the filing on Definitive Information
Statement on Schedule 14C to formally adopt these proposals. On May 9, 2005, the
Board of Directors of the Company terminated that certain Share Exchange
Agreement, dated December 17, 2004, by and between the Company and Top Gun,
pursuant to which the Company filed the Preliminary Information Statement.


                                       5
<PAGE>

                                     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 August 29, 2006, the Company has 27,791,398 shares of common stock
and 2,000,000 shares of preferred stock outstanding. The Company's authorized
capital stock consists of 500,000,000 shares of common stock and 10,000,000
shares of preferred stock.

      The following table reflects high and low quarterly bid prices for the
fiscal year ended December 31, 2005, and the subsequent period up to the filing
of this Amendment No. 1 to the 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 2004                                        High Bid       Low Bid
      --------------------------------------------    ---------      ---------
      1st Quarter Ended March 31                       $0.010         $0.0050
      2nd Quarter Ended June 30                        $0.005         $0.0020
      3rd Quarter Ended September 31                   $0.007         $0.0010
      4th Quarter Ended December 31                    $0.016         $0.0023


      YEAR 2005                                        High Bid       Low Bid
      --------------------------------------------    ---------      ---------
      1st Quarter Ended March 31                       $0.0045        $0.0023
      2nd Quarter Ended June 30                         $0.005        $0.0020
      3rd Quarter Ended September 31                    $0.082        $0.0033
      4th Quarter Ended December 31                     $0.110        $0.0071

      YEAR 2006                                        High Bid       Low Bid
      --------------------------------------------    ---------      ---------
      1st Quarter Ended March 31                        $0.013         $0.003
      March 30 to March 31 (after 1 for 100             $0.310         $0.250
        reverse split)
      3rd Quarter Ended June 30, 2006                   $0.300         $0.180
      Period ended August 29, 2006                      $0.350         $0.200


      At August 29, 2006, we had approximately 93 shareholders of record.

Dividends

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

Recent Sales of Unregistered Securities

      During the year ended December 31, 2005, the Company issued the following
unregistered securities:

      In connection with the consummation of the Company's share exchange
transactions with the shareholder of ARCI and ARCD, the Company issued
150,000,00 shares of common stock and 1,000,000 shares of Series A Convertible
Preferred Stock to the stockholders of ARCI, and 235,000,000 shares of common
stock and 1,000,000 shares of Series A Convertible Preferred Stock to the
stockholders of ARCD.


                                       6
<PAGE>

Securities Authorized For Issuance Under Equity Compensation Plan

      The following table sets forth the securities that have been authorized
under equity compensation plans as of December 31, 2005.

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


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, 2005 and December 31, 2004 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, 2005, the Company's accumulated deficit of $175,440 and its
working capital deficiency of $173,465 raise substantial doubt about its ability
to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company's ability to raise additional debt or
capital. The financial statements for December 31, 2005 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.


                                       7
<PAGE>

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, 2005 and 2004.

      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 2005 financial statements.

Principals of Consolidation

      On October 17, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, ARCI and the shareholders of ARCI, pursuant to which,
the 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. The shareholders of Fast One, Inc., DJ Motorsports, Inc. and
ARCI became the controlling shareholders of the Company. Accordingly, the
financial statements of Fast One, Inc., DJ Motorsports, Inc. and ARCI are
presented as the historical financial statements of the Company. The
consolidated financial statements shown in this report include the historical
operating information of the Fast One, Inc., DJ Motorsports, Inc. and ARCI.

      All intercompany transactions have been eliminated.

Results Of Operations For The Year Ended December 31, 2005, Compared To The Year
Ended December 31, 2004

      Revenues

      Revenue for the year ended December 31, 2005, was $88,989 an increase of
$47,063, or 12.25% as compared to $41,926 in revenue for the year ended December
31, 2004. The increase in revenues in 2005 was attributable to increased
contracts for consulting services in DJ Motorsports, Inc. The Company
anticipates revenues for the fiscal year ending 2006 to consist consulting fees
to the motor sports industry.

      Operating Expenses. Operating expenses for the year ended December 31,
2005 were $209,624, or 235% of revenue as compared to December 31, 2004, where
operating expenses were $45,015, or 107% of revenue. Operating expenses in 2004
consisted of $49,650 in legal and professional fees, $25,000 in salaries and
wages and $131,940 in general and administrative expenses. The increase of
$164,509 from 2004 to 2005 was almost entirely attributable to increased
activity to develop our motor sports consulting business.

      Net Income. The Company had a net loss of $120,635 for the fiscal year
ended December 31, 2005, as compared to a net loss of $3,089 for the fiscal year
ended December 31, 2004. This increase of 380% was mostly attributable to
increased activity to develop the Company's motor sports consulting business.

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's
incurred a net loss from operations of $120,635 and a net loss of $3,089 for the
years ended December 31, 2005 and December 31, 2004, respectively, and have an
accumulated deficit of $175,440 at December 31, 2005. As of December 31, 2004,
the Company's had assets of $1,167 and liabilities of $173,465, a difference of
$172,298. 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.


                                       8
<PAGE>

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

      As of December 31, 2005, the Company has notes payable totaling $60,764 to
Mr. Jones' affiliate entities for funds advanced. As of December 31, 2005, the
Company has a note payable in the amount of $10,127 to Fast One, Inc. and a note
payable in the amount of $50,637 to DJ Motorsports, Inc.

      Cash used by operating activities was $37,630 for the year ended December
31, 2005, compared to cash provided of $4,888 for 2004. The increase in cash
used was due primarily to the development of our motor sports consulting
business.

      Cash provided by financing activities was $38,377 during fiscal year 2005,
compared to cash provided by financing activities of $1,730 during the same
period in 2004. This difference was mainly due to an increase in loan proceeds
in 2005.

      Subsequent to June 30, 2006, the Company secured funding through the
issuance of notes and warrants. 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.

Plan Of Operation for 2006

      For the initial stages, we estimate a need for $3,500,000 to $4,000,000 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

      In May 2005, the Financial Accounting Standards Board, issued Statement of
Financial Accounting Standards ("SFAS, No. 154"), "Accounting Changes and Error
Corrections," which replaces Accounting Principles Board Opinion No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements -- An Amendment of APB Opinion No. 28". SFAS No. 154
provides guidance on accounting for and reporting changes in accounting
principle and error corrections. SFAS No. 154 requires that changes in
accounting principle be applied retrospectively to prior period financial
statements and is effective for fiscal years beginning after December 15, 2005.
The Company does not expect SFAS No. 154 to have a material impact on our
consolidated financial position, results of operations, or cash flows.

      In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 153. This statement addresses
the measurement of exchanges of non-monetary assets. The guidance in APB Opinion
No. 29, "Accounting for Non-monetary Transactions," is based on the principle
that exchanges of non-monetary assets should be measured based on the fair value
of the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non-monetary assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Earlier application is permitted for
non-monetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on our financial statements.


                                       9
<PAGE>

      In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123R, "Accounting
for Stock Based Compensations." This statement supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in
Statement of Financial Accounting Standards No. 123. This statement does not
address the accounting for employee share ownership plans, which are subject to
AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock
Ownership Plans." Management believes the adoption of this statement will have
no impact our financial statements.

      In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs-- an
amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management believes the adoption of this statement had no material impact on the
Company.

ITEM 7. FINANCIAL STATEMENTS

      The  consolidated  financial  statements  of the  Company  are audited and
attached to this report. They are incorporated in this Item 7 by reference.

<PAGE>

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. For the year ended December 31, 2005, the Company
changed its accountants to Moore & Associates, Chartered, who serve as the
auditors for its newly acquired subsidiaries, Fast One, Inc., DJ Motorsports,
Inc. and ARC, Inc., from L. L. Bradford, LLC. The Company filed a corresponding
report on Form 8-K filed by the Company on December 9, 2005 pursuant to Item
4.01 (Changes in Registrant's Certifying Accountant) whereby the Company
disclosed the dismissal of L.L. Bradford & Company, LLC as the Company's
accountant and the engagement of Moore & Associates, Chartered, as the Company's
independent auditors.

ITEM 8A. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures:

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

      (b) Changes In Internal Controls Over Financial Reporting:

      In connection with the evaluation of the Company's internal controls
during the Company's last fiscal year, the Company's Chief Executive Officer
and Interim Principal Accounting Officer have determined that there are no
changes to the Company's internal controls over financial reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.

ITEM 8B. OTHER INFORMATION

      None.


                                       10
<PAGE>

                                    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:

<TABLE>
<CAPTION>
                                            Position(S)
Name                             Age        With The Company                   Director Since
-------------------------      --------     -------------------------------    --------------
<S>                              <C>        <C>                                <C>
D. Davy Jones                    42         President, Chief Executive         October 2005
                                            Officer and Director

A. Robert Koveleski              52         Vice-President, Principal          October 2005
                                            Accounting Officer and Director
</TABLE>

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

      D. Davy Jones serves as our President and Chief Executive Officer and is
the chairman of our board of directors since October 2005. With an 18-year
career in motorsports, Mr. Jones is a championship winning, professional racing
driver with an extensive background racing open wheel and sports cars. In 1996,
Mt. Jones' last full season of active competition, he drove for two of the
sport's most highly regarded teams. He placed second at the Indianapolis 500 for
Galles Racing International and he won the 24 Hours of LeMans driving for
Porsche Team Joest. From 1999 to December 2003, Mr. Jones developed and built
Davy Jones KartZone, an indoor karting and conference center in Houston, Texas.
From 2004 to December 2005 Mr. Jones owned and operated Fast One, Inc. Fast One
is a motorsport consultant and marketing group that specializes in track design,
driver development and sponsorship relations. In October 2005, Mr. Jones joined
American Racing Capital, Inc. as its President and Chief Executive Officer.

      A. Robert Koveleski serves as our Vice-President and is a member of our
board of directors since October 2005. During the past five years, Koveleski has
worked full-time in the auto racing industry contracting and consulting with;
professional race teams, racing drivers, automotive manufacturers and automotive
after-market companies. Mr. Koveleski has 30 plus years in the advertising and
marketing end of the specialty automotive market. Utilizing his racing
background, he became vice president of operations at the AutoWorld catalog mail
order house. He was also president of Camaro Connection, a catalog company which
Mr. Koveleski created and managed. During this time, he dealt with over one
hundred suppliers and printed more than a quarter million automotive hobby and
racing catalogs a year. In 1980 he purchased half interest in a racing school at
Pocono International Raceway, where he brought in sponsors and manufacturers and
promoted road races at the track. In 1986, he purchased an ownership in a car
commercial/film 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 30, 2005, the Company did not establish any
committees.

      The Company does not currently have an audit committee, and the Board of
Directors serves this function. Both Davy Jones and A. Robert Koveleski qualify
as audit committee financial experts, as defined by Regulation S-B Item 401.
Neither Mr. Jones nor Mr. Koveleski is an independent director, as that term is
defined under the Exchange Act.


                                       11
<PAGE>

      Code Of Ethics

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

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth the compensation awarded by the Company for
the fiscal years ended December 31, 2004, 2005 and 2006 to the following
executives (the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                           ANNUAL COMPENSATION                               LONG-TERM COMPENSATION
                                     ---------------------------------               ------------------------------------
                                                                                       AWARDS      PAYOUTS
                                                                         RESTRICTED  SECURITIES
                                                           OTHER ANNUAL   STOCK      UNDERLYING     LTIP     ALL OTHER
   NAME AND PRINCIPAL                 SALARY      BONUS    COMPENSATION   AWARD(S)   OPTIONS/SARS  PAYOUTS  COMPENSATION
        POSITION              YEAR      ($)        ($)        ($)          ($)           (#)         ($)         ($)
-----------------------   --------- ----------  --------  -------------  ---------  ------------- --------  -------------
<S>                           <C>    <C>            <C>        <C>          <C>          <C>         <C>         <C>
D. Davy Jones(1)              2006   $ 12,500       0          0            0             --         --          --
President and Chief           2005   $      0       0          0            0             --         --          --
Executive Officer

A. Robert Koveleskis(2)       2006   $ 12,500       0          0            0             --         --          --
Vice President and            2005   $      0       0          0            0             --         --          --
Interim Principal
Accounting Officer

John W. Gandy(3)              2005   $105,000       0          0            0             --         --
President and Chief           2004   $ 15,000       0          0            0             --         --
Executive Officer

Ron Hendrix(4)                2006   $      0       0          0            0             --         --
Chief Financial Officer       2005   $      0       0          0            0             --         --
</TABLE>


(1) Mr. D. Davy Jones has served as the Company's President and Chief Executive
Officer since October 2005. 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. The Company and Mr. Jones intend to enter into a definitive
employment agreement.

(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. The Company
and Mr. Koveleski intend to enter into a definitive employment agreement.

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

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

Employment Agreements

      We did not enter into any employment agreements during the year ended
December 31, 2005. As described above, the Company entered into an oral
agreement with Messrs. Jones and Koveleski. Since October 2005, Mr. D. Davy
Jones has served as the Company's President and Chief Executive Officer and Mr.
A. Robert Koveleski has served as the Company's Vice-President and Interim
Principal Accounting Officer. In July 2006, the Company entered into oral
agreements with Messrs. Jones and Koveleski, whereby each executive 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 and Mr. Koveleski each received $12,500. The Company intends
to enter into a definitive employment Messrs. Jones and Koveleski.


                                       12
<PAGE>

Compensation Pursuant To Plans

      For the fiscal year ended December 31, 2005, and the subsequent period up
to the date of the filing of this Amendment No. 1 to the 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, 2005, and the subsequent period up
to the date of the filing of this Amendment No. 1 to the 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

Security Ownership Of Certain Beneficial Owners

      As of August 29, 2006, there were 27,791,398 shares of our common stock
issued and 2,000,000 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 August 29, 2006, a date close to the filing
of this Amendment No. 1 to the 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.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

                                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
----------------------------------------------------------------------------------------------------------------------------

                              Name and Address                                      Amount and Nature of      Percentage
Title of Class                of Beneficial Owner                                  Beneficial Ownership(1)    of Class(2)
--------------                -------------------                                  -----------------------    -----------

<S>                           <C>                                                                <C>                 <C>
                              Fairhills Capital                                                  8,000,000           28.79%

Common                        1275 Fairhills Drive
                              Ossining, NY 10562

                              SW International LLC(2)                                           12,000,000           43.18%
Common                        401 B Street, Suite 1200
                              San Diego, CA 92101
</TABLE>

(1)      Applicable percentage of ownership is based on 27,791,398 shares of
         common stock outstanding as of August 29, 2006 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 August 29, 2006 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.


(2)      A. Robert Koveleski, our Vice President, Interim Principal Accounting
         Officer, and a member of the Board of Directors, is the Managing Member
         of SW International, LLC and has sole voting and investment control
         over the shares.


                                       13
<PAGE>

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                             SECURITY OWNERSHIP OF MANAGEMENT OF THE COMPANY
-------------------------------------------------------------------------------------------------------
                                                                            Amount and
                                                                             Nature of
                          Name and Position                                  Beneficial    Percentage
Title of Class            of Officer and/or Director                         Ownership(1)  of Class
-----------------------   --------------------------------------------- ----------------- ------------
<S>                       <C>                                                <C>               <C>
Common
                          D. Davy Jones, President, CEO and Director           1,500,000          5.40%
                          A. Robert Koveleski, Vice President,
                            Interim Principal Accounting Officer
                              and Director                                    13,350,000(2)      48.03%
                                                                              ----------         -----
                          All Officers and Directors as a Group (2 Persons)   14,850,000(3)      53.43%
                                                                              ==========         =====
</TABLE>

(1)   Applicable percentage of ownership is based on 27,791,398 shares of common
      stock outstanding as of August 29, 2006 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 August 29, 2006 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.

(2)   A. Robert Koveleski, our Vice President, Interim Principal Accounting
      Officer, and a member of the Board of Directors, is the Managing Member of
      SW International, LLC and has sole voting and investment control over the
      shares.

(3)   This total includes the number of shares owned by SW International, LLC,
      whose Managing Member is A. Robert Koveleski.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                          SECURITY OWNERSHIP OF MANAGEMENT OF THE COMPANY (Preferred Stock)
-------------------------------------------------------------------------------------------------------
                                                                            Amount and
                                                                            Nature of
                          Name and Position                                 Beneficial     Percentage of
Title of Class            of Officer and/or Director                        Ownership         Class
-----------------------   --------------------------------------------- -----------------  -------------
<S>                       <C>                                                <C>              <C>
Preferred
                          D. Davy Jones, President, CEO and Director         1,000,000         50.00%
                          A. Robert Koveleski, Vice President,
                             Interim Principal Accounting Officer
                             and Director                                    1,000,000         50.00%
                                                                             ---------        ------
                          All Officers and Directors as a Group (2Persons)   2,000,000        100.00%
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Management And Others

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

      As of December 31, 2005, the Company has notes payable totaling $60,764 to
Mr. Jones' affiliate entities for funds advanced. As of December 31, 2005, the
Company has a note payable in the amount of $10,127 to Fast One, Inc. and a note
payable in the amount of $50,637 to DJ Motorsports, Inc.

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.


                                       14
<PAGE>

ITEM 13. EXHIBITS

      (a)(1) Financial Statements. The audited financial statements for 2005 and
2004 are attached to this report.

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

      (a) Exhibits:

<TABLE>
<CAPTION>
Exhibit Number   Title of Document                                         Location
--------------   ------------------------------------------------------    ----------------------------------------
<S>              <C>                                                       <C>
3.2              Certificate   of   Designation   of  the   Series   A     Incorporated by reference as Exhibit 3.2
                 Convertible   Preferred   Stock  of  American  Racing     to Form 8-K filed on December 5, 2005
                 Capital, Inc.

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

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

10.3             Securities  Purchase  Agreement  dated July 25, 2006,     Incorporated by reference as Exhibit 4.1
                 by and among the Company and New  Millennium  Capital     to Form 8-K filed on August 4, 2006
                 Partners  II,  LLC,  AJW  Qualified  Partners,   LLC,
                 AJW  Offshore,  Ltd. and AJW  Partners,  LLC

10.4             Form  of  Callable  Convertible  Secured  Note by and     Incorporated by reference as Exhibit 4.2
                 among New  Millennium  Capital  Partners II, LLC, AJW     to Form 8-K filed on August 4, 2006
                 Qualified   Partners,   LLC,   AJW   Offshore,   Ltd.
                 and AJW  Partners,  LLC

10.5             Form  of  Stock   Purchase   Warrant  issued  to  New     Incorporated by reference as Exhibit 4.3
                 Millennium  Capital  Partners II, LLC, AJW  Qualified     to Form 8-K filed on August 4, 2006
                 Partners,   LLC,   AJW   Offshore,   Ltd.   and   AJW
                 Partners,  LLC

10.6             Registration  Rights Agreement dated July 25, 2006 by     Incorporated by reference as Exhibit 4.4
                 and among New  Millennium  Capital  Partners II, LLC,     to Form 8-K filed on August 4, 2006
                 AJW   Qualified   Partners,    LLC,   AJW   Offshore,
                 Ltd. and AJW  Partners,  LLC

10.7             Security  Agreement  dated July 25, 2006 by and among     Incorporated by reference as Exhibit 4.5
                 the Company and New Millennium  Capital  Partners II,     to Form 8-K filed on August 4, 2006
                 LLC,    AJW    Qualified    Partners,     LLC,    AJW
                 Offshore,  Ltd. and AJW  Partners,  LLC

10.8             Intellectual  Property Security  Agreement dated July     Incorporated by reference as Exhibit 4.6
                 25, 2006 by and among the Company and New  Millennium     to Form 8-K filed on August 4, 2006
                 Capital    Partners    II,   LLC,    AJW    Qualified
                 Partners,   LLC,   AJW   Offshore,   Ltd.   and   AJW
                 Partners,  LLC
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
Exhibit Number   Title of Document                                         Location
--------------   ------------------------------------------------------    ----------------------------------------
<S>              <C>                                                       <C>
31.1             Certification by Chief Executive  Officer pursuant to     Provided herewith
                 15  U.S.C.  Section  7241,  as  adopted  pursuant  to
                 Section 302 of the Sarbanes-Oxley Act of 2002

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

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

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


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      The Company incurred the following principal accounting fees for the year
ended December 31, 2005 and December 31, 2004.

      Audit Fees. The aggregate fees billed for professional services rendered
was $10,000 each for the audits of the Company's annual financial statements for
the fiscal years ended December 31, 2005 and December 31, 2004, and the reviews
of the financial statements included in the Company's annual and quarterly
reports for those fiscal years.

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

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

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


                                       16
<PAGE>

                                   SIGNATURES

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


September 7, 2006                      AMERICAN RACING CAPITAL, INC.

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

                                       By: /s/A. Robert Koveleski
                                           -------------------------------------
                                           A. Robert Koveleski
                                           Vice-President, Interim Principal
                                           Accounting Officer and Secretary


                                       17

<PAGE>

                                   APPENDIX A


                     INDEX TO FINANCIAL STATEMENTS AND NOTES


Report of Independent Registered Public Accounting Firm...................  F-1
Balance Sheets as of December 31, 2005 and 2004...........................  F-2
Statements of Operations for the years ended December 31, 2005 and 2004 ..  F-3
Statement of Stockholders' Equity (Deficit)...............................  F-4
Statements of Cash Flows for the years ended December 31, 2005 and 2004...  F-5
Notes to Financial Statements ............................................  F-6

<PAGE>

                         MOORE & ASSOCIATES, CHARTERED
                            ACCOUNTANTS AND ADVISORS
                                PCAOB REGISTERED

      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
American Racing Capital, Inc and subsidiaries
Las Vegas, Nevada

We have audited the accompanying  balance sheet of American Racing Capital,  Inc
and subsidiaries as of December 31, 2004 and 2005, and the related statements of
operations,  stockholders'  equity and cash flows through  December 31, 2004 and
2005 and the years then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of American Racing Capital,  Inc
and  subsidiaries  as of  December  31,  2004 and 2005  and the  results  of its
operations  and its cash flows through  December 31, 2004 and 2005 and the years
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's net losses and  accumulated  deficit as of
December  31,  2004 and 2005  raises  substantial  doubt  about its  ability  to
continue as a going concern.  Management's  plans  concerning  these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
August 17, 2006

               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7511 Fax (702) 253-7501

                                      F-1

<PAGE>

                          AMERICAN RACING CAPITAL, INC.
                                 Balance Sheets

                                     ASSETS


<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                             ----------------------
                                                                                2005        2004
                                                                             ---------    ---------
CURRENT ASSETS

<S>                                                                          <C>          <C>
     Cash                                                                    $     379    $     551
                                                                             ---------    ---------
            Total Current Assets                                                   379          551
                                                                             ---------    ---------
FIXED ASSETS, net                                                                  788        2,903
                                                                             ---------    ---------
            TOTAL ASSETS                                                     $   1,167    $   3,454
                                                                             =========    =========
                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

     Accounts payable and accrued expenses                                   $  86,201    $   3,330
     Notes payable                                                              26,500           --
     Notes payable - related parties                                            60,764       50,887
                                                                             ---------    ---------
            Total Current Liabilities                                          173,465       54,217
                                                                             ---------    ---------
            TOTAL LIABILITIES                                                  173,465       54,217
                                                                             ---------    ---------
STOCKHOLDERS' EQUITY (DEFICIT)

     Preferred stock: 2,000,000 shares authorized;
      $0.001 par value; 2,000,000 and -0- shares issued and
      outstanding, respectively                                                  2,000           --
     Common stock; 25,100 shares authorized,
      $1.00 par value; 4,042 shares
      issued and outstanding                                                        --        4,042
     Common stock; 500,000,000 shares authorized,
      $0.001 par value; 4,991,398 shares
      issued and outstanding                                                     4,991           --
     Additional paid-in capital (deficit)                                       (3,849)          --
     Deficit accumulated during the development stage                         (175,440)     (54,805)
                                                                             ---------    ---------
            Total Stockholders' Equity (Deficit)                              (172,298)     (50,763)
                                                                             ---------    ---------
            TOTAL LIABILITIES AND STOCKHOLDERS'
             EQUITY (DEFICIT)                                                $   1,167    $   3,454
                                                                             =========    =========
</TABLE>

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

                                        F-2

<PAGE>

                          AMERICAN RACING CAPITAL, INC.
                            Statements of Operations


                                           For the Years Ended
                                               December 31,
                                       --------------------------
                                          2005            2004
                                       -----------    -----------
REVENUES                               $    88,989    $    41,926
                                       -----------    -----------
OPERATING EXPENSES

     Legal and professional                 49,650          8,025
     Depreciation                            3,034          4,647
     Salaries and wages                     25,000         18,121
     General and administrative            131,940         14,222
                                       -----------    -----------
            Total Operating Expenses       209,624         45,015
                                       -----------    -----------
LOSS FROM OPERATIONS                      (120,635)        (3,089)
                                       -----------    -----------
NET LOSS                               $  (120,635)   $    (3,089)
                                       ===========   ===========
BASIC LOSS PER SHARE                   $     (0.03)   $     (0.87)
                                       ===========   ===========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                      4,516,513          3,547
                                       ===========   ===========

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

                                        F-3

<PAGE>

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



<TABLE>
<CAPTION>
                                   Preferred Stock        Common Stock          Additional
                              ---------------------   ---------------------     Paid In    Accumulated
                                Shares       Amount    Shares       Amount      Capital      Deficit
                              ---------   ---------   ---------   ---------    ---------    ---------

<S>                           <C>         <C>             <C>     <C>          <C>          <C>
Balance, January 1, 2004             --   $      --       3,042   $   3,042    $      --    $ (51,716)

Common shares issued                 --          --       1,000       1,000           --           --

Net loss for the year ended
 December 31, 2004                   --          --          --          --           --       (3,089)
                              ---------   ---------   ---------   ---------    ---------    ---------
Balance, December 31, 2004           --          --       4,042       4,042           --      (54,805)
Common shares issued                 --          --       2,000       2,000           --           --
Recapitalization              2,000,000       2,000   4,985,356      (1,051)      (3,849)          --
Net loss for the year ended
 December 31, 2005                   --          --          --          --           --     (120,635)
                              ---------   ---------   ---------   ---------    ---------    ---------

Balance, December 31, 2005    2,000,000   $ 2,000     4,991,398   $   4,991    $  (3,849)   $(175,440)
                              =========   =========   =========   =========    =========    =========
</TABLE>

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

                                        F-3

<PAGE>

                          AMERICAN RACING CAPITAL, INC.
                            Statements of Cash Flows

                                                          For the Years Ended
                                                             December 31,

                                                            2005          2004

  CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                             $(120,635)   $  (3,089)
     Adjustments to reconcile net loss to
     net cash used by operating activities:
     Depreciation expense                                    3,034        4,647
     Changes in operating assets and liabilities:
     Increase in accounts payable                           79,971        3,330
                                                         ---------    ----------
                 Net Cash Provided (Used) by Operating
                  Activities                               (37,630)       4,888
                                                         ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of fixed assets                                  (919)      (6,565)
                                                         ---------    ----------
                 Net Cash Used by Investing
                  Activities                                  (919)      (6,565)
                                                         ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from notes payable - related parties            9,877          730
    Proceeds from notes payable                             26,500
    - Common stock issued for cash                           2,000        1,000
                                                         ---------    ----------
                 Net Cash Provided by Operating
                  Activities                                38,377        1,730
                                                         ---------    ----------
           NET (DECREASE) INCREASE IN CASH                    (172)          53

           CASH AT BEGINNING OF YEAR                           551          498
                                                         ---------    ----------
           CASH AT END OF YEAR                           $     379    $     551
                                                         =========    ==========
           CASH PAID FOR:
                 Interest                                $      --    $      --
Taxes                                                    $      --    $      --

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

                                        F-4

<PAGE>

                   AMERICAN RACING CAPITAL, INC. Notes to the
                 Financial Statements December 31, 2005 and 2004

  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. Finally,  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  wholly-owned
            subsidiaries Fast One, Inc., DJ Motorsports, Inc., and ARC, Inc.

            b. Depreciation

            The cost of the Company's fixed assets is being 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.

            The  following is a summary of the  Company's  major  categories  of
            property and equipment at December 31, 2005:

            Office equipment                            $     64,500
            Less accumulated depreciation                    (63,712)
                                                           ----------
                                                         $        788

            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-5

<PAGE>

                   AMERICAN RACING CAPITAL, INC. Notes to the
                 Financial Statements December 31, 2005 and 2004

NOTE 1 - NATURE OF ORGANIZATION (Continued

            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.

            g. Organization Costs

            The Company has expensed the costs of its incorporation.

            h. Advertising

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

            i. Basic Loss Per Share

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

                                For the year ended        For the year ended
                                 December 31, 2005         December 31, 2004
                                   -----------              -----------

            Loss (numerator)       $  (120,635)             $    (3,089)
            Shares (denominator)     4,516,513                    3,547
                                   -----------              -----------

            Per share amount       $     (0.03)             $     (0.87)
                                    ===========              ===========

            j. Newly Issued Accounting Pronouncements

            During the year ended December 31, 2005, the Company adopted the
            following accounting pronouncements:

            In May  2005,  the  Financial  Accounting  Standards  Board,  issued
            Statement of  Financial  Accounting  Standards  ("SFAS,  No.  154"),
            "Accounting   Changes  and  Error   Corrections,"   which   replaces
            Accounting  Principles Board Opinion No. 20,  "Accounting  Changes,"
            and SFAS No. 3, "Reporting  Accounting  Changes in Interim Financial
            Statements  -- An  Amendment  of APB Opinion  No. 28".  SFAS No. 154
            provides  guidance  on  accounting  for  and  reporting  changes  in
            accounting  principle and error  corrections.  SFAS No. 154 requires
            that changes in accounting  principle be applied  retrospectively to
            prior period financial  statements and is effective for fiscal years
            beginning  after December 15, 2005. The Company does not expect SFAS
            No.  154 to have a  material  impact on our  consolidated  financial
            position, results of operations, or cash flows.

                                       F-6


<PAGE>

                   AMERICAN RACING CAPITAL, INC. Notes to the
                 Financial Statements December 31, 2005 and 2004

NOTE 1 - NATURE OF ORGANIZATION (Continued)

      j. Newly Issued Accounting Pronouncements (Continued)

      In February  2006,  the FASB issued  Statement  No. 155,  "Accounting  for
      Certain Hybrid Financial Instruments",  an amendment of FASB Statement No.
      133,  "Accounting for Derivative  Instruments and Hedging  Activities" and
      FASB  Statement  No. 140,  "Accounting  for  Transfers  and  Servicing  of
      Financial  Assets and  Extinguishments  of  Liabilities."  This  Statement
      permits fair value remeasurement for any hybrid financial  instrument that
      contains an embedded derivative that otherwise would require  bifurcation;
      clarifies which  interest-only  strips and  principal-only  strips are not
      subject  to  the   requirements  of  Statement  No.  133,   establishes  a
      requirement  to evaluate  interests  in  securitized  financial  assets to
      identify  interests that are  freestanding  derivatives or that are hybrid
      financial  instruments  that  contain  an  embedded  derivative  requiring
      bifurcation;  clarifies that  concentrations of credit risk in the form of
      subordination  are not embedded  derivatives  and amends  Statement 140 to
      eliminate  the  prohibition  on a qualifying  special-purpose  entity from
      holding a derivative  financial  instrument  that pertains to a beneficial
      interest  other  than  another  derivative  financial   instrument.   This
      Statement is effective for  accounting  changes and  corrections of errors
      made in fiscal  periods that begin after  September  15, 2006.  Management
      does not anticipate this Statement will impact the Company's  consolidated
      financial position or consolidated results of operations and cash flows.

      In  March  2006,  the FASB  issued  Statement  No.  156,  "Accounting  for
      Servicing of Financial  Assets",  an amendment of FASB  Statement No. 140,
      "Accounting   for  Transfers   and  Servicing  of  Financial   Assets  and
      Extinguishments  of Liabilities."  This Statement amends Statement No. 140
      with respect to the accounting for separately  recognized servicing assets
      and servicing  liabilities.  This  Statement is effective  for  accounting
      changes and  corrections of errors made in fiscal periods that begin after
      September 15, 2006.  Management  does not  anticipate  this Statement will
      impact the  Company's  consolidated  financial  position  or  consolidated
      results of operations and cash flows.

NOTE 2 - GOING CONCERN

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

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

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

                                       F-7

<PAGE>

                   AMERICAN RACING CAPITAL, INC. Notes to the
                 Financial Statements December 31, 2005 and 2004

NOTE 3 - SIGNIFICANT EVENTS

      The Company  entered into a Share  Exchange  Agreement,  dated October 17,
      2005, by and among the Company,  American Racing  Capital,  Inc., a Nevada
      corporation   ("ARCI")   and  the   shareholders   of  ARCI   (the   "ARCI
      Shareholders").   Pursuant  the  Share   Exchange   Agreement,   the  ARCI
      Shareholders  exchanged  with,  and  delivered  to the  Company all of the
      issued and  outstanding  common  stock of ARCI in exchange  for  1,500,000
      shares of the  Company's  common  stock,  par value  $0.001  (the  "Common
      Stock") and 1,000,000 shares of Series A Convertible  Preferred Stock, par
      value $0.001 per share (the  "Series A Preferred  Stock").  The  1,000,000
      shares of Series A Preferred Stock can be converted at any time into three
      hundred (300) fully paid,  nonassessable  shares of the  Company's  Common
      Stock. As a result of the Share Exchange Agreement, and upon the filing of
      the required Plan and Exchange with the Secretary of State of the State of
      Nevada on October 19, 2005,  ARCI became a wholly-owned  subsidiary of the
      Company.  On October 18, 2005,  the Company  entered into a Share Exchange
      Agreement, by and among the Company, ARC Development Corporation, a Nevada
      corporation   ("ARCD")   and  the   shareholders   of  ARCD   (the   "ARCD
      Shareholders").  Pursuant  to  the  Share  Exchange  Agreement,  the  ARCD
      Shareholders  exchanged  with,  and  delivered  to,  ARC  the  issued  and
      outstanding  common stock of ARCD in exchange for 2,350,000  shares of the
      Company's  Common Stock, and 1,000,000 shares of Series A Preferred Stock,
      which can be  converted at any time into three  hundred  (300) fully paid,
      nonassessable  shares of the Company's  Common  Stock.  As a result of the
      Share  Exchange  Agreement,  and upon the filing of the required  Plan and
      Exchange with the Secretary of State of the State of Nevada on October 19,
      2005, ARCD became a wholly-owned subsidiary of the Company.

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

      On 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.

                                       F-8