Edgar Filing: American Racing Capital, Inc.

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

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FORM SB-2

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICAN RACING CAPITAL, INC.
(Name of Small Business Issuer in its Charter)

Nevada 7948 87-0631750
State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization Classification Code Number) Identification No.)

P.O. Box 563
Zephyr Cove, Nevada 89448
(800) 914-3177
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)

D. Davy Jones, Chairman and President
P.O. Box 563
Zephyr Cove, Nevada 89448
(800) 914-3177
(Name, Address and Telephone Number of Agent for Service)

Copies of Communications to:

Richard I. Anslow, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Telephone: (732) 409-1212
Fax: (732) 577-1188

Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Number of Offering Proposed Maximum Amount of
Title of Each Class of Units/Shares to be Price Per Aggregate Registration
Securities to be Registered Registered Unit Offering Price Fee
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Common Stock, par value
$.001 per share (1) 20,576,133(2) $.0972 $2,000,000 $214.00

Total 20,576,133 $2,000,000 $214.00

(1) Represents shares of common stock issuable in connection with the conversion
of promissory notes aggregating a maximum of $2,000,000 in accordance with a
Securities Purchase Agreement dated July 25, 2006 between us and AJW Partners,
LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital
Partners II, LLC, respectively. We are required to register the entire estimated
amount of shares of common stock issuable in connection with the conversion of
the callable secured convertible note (or 20,576,133 shares of common stock)
calculated to be due upon conversion of the maximum amount of promissory notes
aggregating $2,000,000. The price of $.0972 per share is being estimated solely
for the purpose of computing the registration fee pursuant to Rule 457(c) of the
Securities Act and is based on the estimated conversion price of the callable
secured convertible notes ($.0972 was the closing price on the date the
transaction closed less a 60% discount).

(2) The number of shares being registered for the conversion of the callable
secured convertible notes is 20,576,133 based on the following: the full
subscription price of $2,000,000 divided by the conversion price of $.0972,
which is calculated by the average of the lowest three (3) trading prices for
our shares of common stock during the twenty (20) trading days prior to the
closing date of the transaction ($.243), multiplied by a 40% discount. We are
required to register 100% of the conversion shares.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to Section 8(a), may
determine.

Preliminary Prospectus subject to completion dated September 8, 2006

PROSPECTUS

AMERICAN RACING CAPITAL, INC.

20,576,133 SHARES OF COMMON STOCK

Our selling security holders are offering to sell 20,576,132 shares of common
stock issuable in connection with the conversion of promissory notes.

The securities offered in this prospectus involve a high degree of risk and are
subject to the "penny stock" rules. You should carefully consider the factors
described under the heading "Risk Factors" beginning on page 3.

Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

Our shares of common stock are quoted on the Pink Sheets under the symbol
"ANRC". The last reported sale price of our common stock on September 8, 2006
was $0.36.

We will receive no proceeds from the sale of the shares by the selling
stockholders.

The date of this prospectus is September 8, 2006

TABLE OF CONTENTS

Summary Information ....................................................... 1
Risk Factors .............................................................. 2
Use of Proceeds ........................................................... 8
Penny Stock Considerations ................................................ 9
Selling Stockholders ...................................................... 9
Plan of Distribution ...................................................... 11
Legal Proceedings ......................................................... 12
Directors, Executive Officers, Promoters and Control Persons .............. 12
Security Ownership of Certain Beneficial Owners and Management ............ 13
Description of Securities ................................................. 14
Interest of Named Experts And Counsel ..................................... 15
Disclosure of Commission Position of Indemnification For Securities Act
Liabilities ............................................................. 15
Description of Business ................................................... 16
Management's Discussion and Analysis or Plan of Operations ................ 20
Description of Property ................................................... 25
Certain Relationships And Related Transactions ............................ 25
Market for Common Equity and Related Stockholder Matters .................. 26
Executive Compensation .................................................... 27
Financial Statements ...................................................... F-1
Changes and Disagreements with Accountant on Accounting and Financial
Disclosure .............................................................. 29
Available Information ..................................................... 30

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this
prospectus. You should read the entire prospectus carefully, including, the
section entitled "Risk Factors" before deciding to invest in our common stock.
American Racing Capital, Inc. is referred to throughout this prospectus as
"ANRC", "American Racing Capital", the "Company", "we", "us", or "our".

Our Company

American Racing Capital, Inc., a Nevada corporation, was originally formed
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
October 17, 2002, the Company, Creative Holdings and the shareholders of
Creative Holdings, Inc. completed a stock exchange transaction, whereby Creative
Holdings become our wholly-owned subsidiary (the "Share Exchange").

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

As a result of the share exchange transactions, in October 2005, the
Company adopted a new strategy which seeks to integrate race track design and
development operations with a professional racing team and a national driving
school network to leverage the popularity and growth of the motor sports
industry. We operate our business through our subsidiaries. Our stock is quoted
on the Pink Sheets under the symbol "ANRC" (formerly "CRHM").

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 Common Stock, 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 symbol
for the Company's common stock quoted on the Pink Sheets was changed to "ANRC".

Overview of Our Business

We are a holding company operate our business in the motor sports field
and motor sports racing and entertainment fields. The Company intends to operate
in the following business areas 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.

Going Concern

As reflected in the Company's Financial Statements which accompany this
Prospectus, our consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities and
commitments in the normal course of business. In the near term, we expect
operating costs to continue to exceed funds generated from operations. As a
result, we expect to continue to incur operating losses and we may not have
sufficient funds to grow our business in the future. We can give no assurance
that we will achieve profitability or be capable of sustaining profitable
operations. As a result, operations in the near future are expected to continue
to use working capital.

To successfully grow the individual segments of the business, we must
decrease our cash burn rate, improve our cash position and the revenue base of
each segment, and succeed in our ability to raise additional capital through a
combination of primarily public or private equity offering or strategic
alliances. We also depend on certain contractors, and our two employees, D. Davy
Jones, President and Chief Executive Officer, and Robert A. Koveleski,
Vice-President and Interim Principal Accounting Officer.

We incurred a net loss of $43,494 and a net loss of $9,474 for the six
months ended June 30, 2006 and 2005, respectively, and has an accumulated
deficit of $218,934 at June 30, 2006. As of June 30, 2006, we had assets of $573
and liabilities of $216,365 creating a working capital deficiency of $215,792.
The Company currently has approximately $573 in cash and cash equivalents as of
June 30, 2006. The Company 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 had an accumulated deficit of $175,440 at December 31, 2005.
As of December 31, 2004, the Company 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.

Our Website

We invite you to visit our website at www.americanracingcapital.com for
information about our company, products and services.

Our Contact Information

We can be reached by calling (800) 914-3177 or faxing (775) 265-9970. Our
email address is info@americancapital.com. Our office address is P.O. Box 563,
Zephyr Cove, Nevada 89448.

The Offering

Common stock offered by selling Up to 20,576,133 shares, which represents
stockholders: 74.04% of our current outstanding stock, which
is 100% of the amount underlying secured
convertible notes in the principal amount of
$2,000,000, (includes a good faith estimate of
the shares underlying secured convertible
notes to account for market fluctuations and
antidilution protection adjustments,
respectively). We have registered 100% of the
shares of common stock issuable upon
conversion of the secured notes, based upon
current market prices.

Common stock to be outstanding Up to 48,367,531 shares
after the offering:

Use of proceeds: We will not receive any proceeds from the sale
of the common stock.

Pink Sheets Symbol: ANRC

RISK FACTORS

An investment in our shares involves a high degree of risk. Before making
an investment decision, you should carefully consider all of the risks described
in this prospectus. Each of the following risks could materially adversely
affect our business, financial condition and results of operations, which could
cause the price of our shares to decline significantly and you may lose all or a
part of your investment. Our forward-looking statements in this prospectus are
subject to the following risks and uncertainties. Our actual results could
differ materially from those anticipated by our forward-looking statements as a
result of the risk factors below. See "Forward-Looking Statements."

Risks Related to the Operation of 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 June 30, 2006 we have not been profitable and
have lost money on both a cash and non-cash basis. For the six months ended June
30, 2006 we have incurred a net loss of $43,494, and for the year ended December
31, 2005, we recorded a loss of operations of $120,635. Our accumulated deficit
was $218,934 as of June 30, 2006. Future losses are likely to occur, as we are
dependent on spending money to evaluate and pursue motor sports development
projects. No assurances can be given that we will be successful in 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 June 30, 2006 were not sufficient to satisfy our current liabilities.

We had a working capital deficit of $215,792 at June 30, 2006, which means
that our current liabilities as of that date exceeded our current assets on June
30, 2006 by $215,792. 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 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.

New business ventures or acquisitions that we may undertake would involve a
number of inherent risks, any of which could cause us not to realize the
benefits anticipated to result.

We continually seek to expand our operations through acquisitions of
businesses and assets. These transactions involve various inherent risks, such
as:

o uncertainties in assessing the value, strengths, weaknesses,
contingent and other liabilities and potential profitability of
acquisition or other transaction candidates;

o the potential loss of key personnel of an acquired business;

o the ability to achieve identified operating and financial synergies
anticipated to result from an acquisition or other transaction;

o problems that could arise from the integration of the acquired or
new business;

o unanticipated changes in business, industry or general economic
conditions that affect the assumptions underlying the acquisition or
other transaction rationale; and

o unexpected development costs that adversely affect our
profitability.

Any one or more of these factors could cause us not to realize the
benefits anticipated to result from the acquisition of businesses or assets or
the commencement of a new business venture.

We have relied on capital contributed by related parties, and such capital may
not be available in the future.

Since October 2005 we financed our operations through advances from the
Company's President, Davy Jones. Prior to October 2005, other shareholders have
advanced funds to pay expenses incurred by the Company from time to time. As of
June 30, 2006, the Company had notes payable totaling $57,664 to Mr. Jones'
affiliate entities for funds advanced. As of June 30, 2006, the Company had a
note payable in the amount of $7,027 to Fast One, Inc. and a note payable in the
amount of $50,637 to DJ Motorsports, Inc. As of December 31, 2005, the Company
had notes payable totaling $60,764 to Mr. Jones' affiliate entities for funds
advanced. As of December 31, 2005, the Company had 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.

Our future cash requirements will depend on many factors, including new
race track acquisitions. We do not expect to generate a positive cash flow from
operations until we complete successful acquisitions of race tracks and other
motor sports properties. We intend to seek additional funding through public or
private financing transactions. Successful future operations are subject to a
number of technical and business risks, including our continued ability to
obtain future funding, satisfactory product development and market acceptance
for our products.

Although we have been paying back these loans from Mr. Jones, we may be
unable to repay the remainder as planned and may have to look again to Mr. Jones
for assistance in financing if we are unable to obtain future financing. There
is no guarantee that Mr. Jones will have financial resources available to assist
in our funding.

We are subject to new corporate governance and internal controls reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements could adversely affect our business.

We face new corporate governance requirements under the Sarbanes-Oxley Act
of 2002, as well as new rules and regulations subsequently adopted by the SEC.
These laws, rules and regulations continue to evolve and may become increasingly
stringent in the future. In particular, we will be required to include
management and auditor reports on internal controls as part of our annual report
for the year ended December 31, 2006 pursuant to Section 404 of the
Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply
with these laws, rules and regulations that address corporate governance,
internal control reporting and similar matters. Failure to comply with these
laws, rules and regulations could materially adversely affect our reputation,
financial condition and the value of our securities.

Our success will depend partly on our ability to operate without infringing on
or misappropriating the proprietary rights of others.

We may be sued for infringing on the intellectual property rights or
misappropriating the proprietary rights of others. Intellectual property
litigation is costly, and, even if we prevail, the cost of such litigation could
adversely affect our business, financial condition and results of operations. In
addition, litigation is time consuming and could divert management attention and
resources away from our business. If we do not prevail in any litigation, we
could be required to stop the infringing activity and/or pay substantial
damages. Under some circumstances in the United States, these damages could be
triple the actual damages the patent holder incurs. If we have supplied
infringing products to third parties for marketing or licensed third parties to
manufacture, use or market infringing products, we may be obligated to indemnify
these third parties for any damages they may be required to pay to the patent
holder and for any losses the third parties may sustain themselves as the result
of lost sales or damages paid to the patent holder.

If a third party holding intellectual property rights successfully asserts
an infringement claim with respect to any of our products, we may be prevented
from manufacturing or marketing our infringing product in the country or
countries covered by the patent we infringe, unless we can obtain a license from
the patent holder. Any required license may not be available to us on acceptable
terms, or at all. Some licenses may be non-exclusive, and therefore, our
competitors may have access to the same technology licensed to us. If we fail to
obtain a required license or are unable to design around a patent, we may be
unable to market some of our anticipated products, which could have a material
adverse effect on our business, financial condition and results of operations.

Shareholders must rely on management for the operation of the company.

All decisions with respect to the operation of ANRC and development,
production and marketing of our products and services, will be made exclusively
by management. Our success will, to a large extent, depend on the quality of the
management of the company. In particular, we will depend on the services of our
board members and officers. Management believes that these individuals have the
necessary business experience to supervise the management of the company and
production and commercial exploitation of our products, however, there can be no
assurance that they will perform adequately or that our operations will be
successful. Shareholders will have no right or power to take part in the
management of the company, for the most part, except to the extent of voting for
the members of the Board of Directors each year. Accordingly, no person should
purchase any of the stock offered hereby unless such prospective purchaser is
willing to entrust all aspects of the management of the company to management
and has evaluated management's capabilities to perform such functions.

Risks Related to Our Common Stock and Its Market

If the ownership of our common stock continues to be somewhat concentrated in
shares owned by our management, it may prevent you and other stockholders from
influencing significant corporate decisions and may result in conflicts of
interest that could cause our stock price to decline.

As of September 8, 2006, our executive officers, directors and their
affiliates, beneficially own or control approximately 53.43% of the outstanding
shares of our common stock and 100% of the outstanding shares of our Series A
Convertible Preferred Stock designation (our common shares vote on a one vote
per share basis, while each share of our Series A Convertible Preferred entitles
the holder to 300 votes). Accordingly, our current executive officers, directors
and their affiliates will have some control over the outcome of corporate
actions requiring stockholder approval, including the election of directors, any
merger, consolidation or sale of all or substantially all of our assets or any
other significant corporate transactions. These stockholders may also delay or
prevent a change of control of us, even if such a change of control would
benefit our other stockholders. The concentration of stock ownership may
adversely affect the trading price of our common stock due to investors'
perception that conflicts of interest may exist or arise.

We may issue additional preferred stock in the future, and the terms of the
preferred stock may reduce the value of your common stock.

We are authorized to issue up to 10,000,000 shares of preferred stock in
one or more series. Our Board of Directors will be able to determine the terms
of preferred stock without further action by our stockholders. We have
designated 2,000,000 shares of preferred stock as Series A Convertible Preferred
Stock which is convertible into 300 shares of common stock, all of which were
issued to management and are outstanding as of September 8, 2006. To the extent
we issue preferred stock, it could affect your rights or reduce the value of
your common stock. In particular, specific rights granted to future holders of
preferred stock could be used to restrict our ability to merge with or sell our
assets to a third party. These terms may include voting rights, and may include
preferences as to dividends and liquidation, conversion and redemption rights,
and sinking fund provisions.

We have not, and currently do not anticipate, paying dividends on our common
stock.

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

There is a limited market for our common stock which makes it difficult for
investors to engage in transactions in our securities.

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

Our stock is thinly traded, which can lead to price volatility and difficulty
liquidating your investment.

The trading volume of our stock has been low, which can cause the trading
price of our stock to change substantially in response to relatively small
orders. In addition, during the last two fiscal years and interim quarters, our
common stock has traded pre-split as low as $0.11 and as high as $12.00, and
post-split as low as $0.18 and as high as $0.60. Both volume and price could
also be subject to wide fluctuations in response to various factors, many of
which are beyond our control, including actual or anticipated variations in
quarterly and annual operating results and general market perception. An absence
of an active trading market could adversely affect our shareholders' ability to
sell our common stock in short time periods, or possibly at all. In addition, we
believe that factors such as changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to enter the
market from time to time in the belief that we will have poor results in the
future. We cannot predict the actions of market participants and, therefore, can
offer no assurances that the market for our stock will be stable or appreciate
over time.

A sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.

If our shareholders sell substantial amounts of our common stock in the
public market, including shares issued upon the exercise of outstanding options
or warrants, the market price of our common stock could fall. These sales also
may make it more difficult for us to sell equity or equity-related securities in
the future at a time and price that we deem reasonable or appropriate.

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 (the "Exchange
Act"), 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. Many brokers have decided
not to trade "penny stocks" because of the requirements of the penny stock rules
and, as a result, the number of broker-dealers willing to act as market makers
in such securities is limited. In the event that we remain subject to the "penny
stock rules" for any significant period, there may develop an adverse impact on
the market, if any, for our securities. Because our securities are subject to
the "penny stock rules," investors will find it more difficult to dispose of our
securities. Further, for companies whose securities are traded on the Pink
Sheets, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain
coverage for significant news events because major wire services, such as the
Dow Jones News Service, generally do not publish press releases about such
companies, and (iii) to obtain needed capital.

Our recent financing requires this registration statement to become effective
within 135 days after the initial closing date of July 26, 2006 and if this
fails to happen we will incur liquidated damages.

We recently received financing from the selling security holders listed in
this document. Such financing requires us to file this registration statement
and have the registration statement declared effective by the SEC within 135
days of the closing of the financing, which occurred on July 26, 2006. If this
registration statement is not declared effective by December 7, 2006, we begin
incurring liquidated damages equal to 2% of the principal of the promissory
notes issued for each 30 day period that this registration statement is not
declared effective after December 7, 2006.

The conversion of the promissory notes based on our recent financing is based on
an average of our closing bid price of our intra day trading prices of our
common stock over a certain period of time prior to conversion and the decrease
of the intra day trading price will result in issuance of a significant increase
of shares resulting in dilution to our shareholders.

The conversion of the promissory notes in our recent financing is based on
the applicable percentage of the average of the lowest three (3) trading prices
for the Common Stock during the twenty (20) trading day period prior to
conversion. The "Applicable Percentage" means 50%; provided, however, that the
Applicable Percentage shall be increased to (i) 55% in the event that a
Registration Statement is filed within thirty days of the closing and (ii) 60%
in the event that the Registration Statement becomes effective within one
hundred and twenty days from the Closing. The price of our common shares may
fluctuate and the lower intra-day trading price in the future, will result in a
conversion ratio resulting in issuance of a significant amount of our common
shares to the promissory note holders. This will result in our present
shareholders being diluted.

Selling shareholders may impact our stock value through the execution of short
sales which may decrease the value of our common stock.

Short sales are transactions in which a selling shareholder sells a
security it does not own. To complete the transaction, a selling shareholder
must borrow the security to make delivery to the buyer. The selling shareholder
is then obligated to replace the security borrowed by purchasing the security at
the market price at the time of replacement. The price at such time may be
higher or lower than the price at which the security was sold by the selling
shareholder. If the underlying security goes down in price between the time the
selling shareholder sells our security and buys it back, the selling shareholder
will realize a gain on the transaction. Conversely, if the underlying security
goes up in price during the period, the selling shareholder will realize a loss
on the transaction. The risk of such price increases is the principal risk of
engaging in short sales. The selling shareholders in this registration statement
could short the stock by borrowing and then selling our securities in the
market, and then converting the stock through either the Note or Warrants at a
discount to replace the security borrowed. Because the selling shareholders
control a large portion of our common stock, the selling shareholders could have
a large impact on the value of our stock if they were to engage in short selling
of our stock. Such short selling could impact the value of our stock in an
extreme and volatile manner to the detriment of other shareholders.

Shares eligible for public sale in the future could decrease the price of our
shares of common stock and reduce our future ability to raise capital.

Sales of substantial amounts of shares of our common stock in the public
market could decrease the prevailing market price of our common stock. If this
is the case, investors in our shares of common stock may be forced to sell such
shares at prices below the price they paid for their shares, or in the case of
the investors in the July 2006 financing, prices below the price they converted
their notes and warrants into shares. In addition, a decreased market price may
result in potential future investors losing confidence in us and failing to
provide needed funding. This will have a negative effect on our ability to raise
equity capital in the future.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by
this prospectus for their own account. We will not receive any of the proceeds
from the resale of these shares. We have agreed to bear the expenses relating to
the registration of the shares for the selling security holders.

PENNY STOCK CONSIDERATIONS

Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the SEC. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules.

SELLING STOCKHOLDERS

On July 25, 2006, we entered into a Securities Purchase Agreement for a
total subscription amount of $2,000,000 that included Stock Purchase Warrants
and Callable Secured Convertible Notes with AJW Capital Partners, LLC, AJW
Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners
II, LLC (Collectively, the Investors"). The initial funding of $700,000 of which
we received net proceeds of $640,000 was completed on July 26, 2006 with the
following parties and evidenced by callable secured convertible notes: AJW
Capital Partners, LLC invested $67,900; AJW Offshore, Ltd. invested $413,000;
AJW Qualified Partners, LLC invested $210,000; and New Millennium Capital
Partners II, LLC invested $9,100.

The Investors secured convertible notes are convertible into shares of our
common stock at a variable conversion price based upon the applicable percentage
of the average of the lowest three (3) trading prices for the Common Stock
during the twenty (20) trading day period prior to conversion. The "Applicable
Percentage" means 50%; provided, however, that the Applicable Percentage shall
be increased to (i) 55% in the event that a Registration Statement is filed
within thirty days of the closing and (ii) 60% in the event that the
Registration Statement becomes effective within one hundred and twenty days from
the Closing. Under the terms of the callable secured convertible note and the
related warrants, the callable secured convertible note and the warrants are
exercisable by any holder only to the extent that the number of shares of common
stock issuable pursuant to such securities, together with the number of shares
of common stock owned by such holder and its affiliates (but not including
shares of common stock underlying unconverted shares of callable secured
convertible notes or unexercised portions of the warrants) would not exceed
4.99% of the then outstanding common stock as determined in accordance with
Section 13(d) of the Exchange Act.

The Investors received the following seven year warrants to purchase
shares of our common stock, exercisable at $.30 per share: AJW Capital Partners,
LLC - 970,000 warrants; AJW Offshore, Ltd. - 5,900,000 warrants; AJW Qualified
Partners, LLC - 3,000,000 warrants; and New Millennium Capital Partners II, LLC
- 130,000 warrants (the "Warrants"). The Warrants are not subject to
registration rights.

Upon full subscription to the Securities Purchase Agreement and full
conversion of the Callable Secured Convertible Notes, the total shares being
registered are 20,576,133 as follows: (i) AJW Capital Partners, LLC - 1,995,885
shares of common stock issuable in connection with the conversion of the
callable secured convertible note; (ii) AJW Offshore, Ltd. - 12,139,918 shares
of common stock issuable in connection with the conversion of the callable
secured convertible note;; (iii) AJW Qualified Partners, LLC - 6,172,840 shares
of common stock issuable in connection with the conversion of the callable
secured convertible note; and (iv) New Millennium Capital Partners II, LLC -
267,490 shares of common stock issuable in connection with the conversion of the
callable secured convertible note.

The following table sets forth the name of the selling stockholders, the
number of shares of common stock beneficially owned by each of the selling
stockholders as of September 8, 2006 and the number of shares of common stock
being offered by the selling stockholders. The shares being offered hereby are
being registered to permit public secondary trading, and the selling
stockholders may offer all or part of the shares for resale from time to time.
However, the selling stockholders are under no obligation to sell all or any
portion of such shares nor are the selling stockholders obligated to sell any
shares immediately upon effectiveness of this prospectus. All information with
respect to share ownership has been furnished by the selling stockholders.

Percent of
common
Shares of shares
common stock owned Number of
owned prior prior to Shares of common shares owned Percent of
to the the stock to be sold after the shares owned
Name of selling stockholder (11) offering (1) offering in the offering offering after offering
------------------------------------ ------------ ---------- ------------------ ------------ --------------

AJW Capital Partners, LLC (7) 0 0 1,995,885 (2)(3) 0 0%

AJW Offshore, Ltd. (8) 0 0 12,139,918 (2)(4) 0 0%

AJW Qualified Partners, LLC (9) 0 0 6,172,840 (2)(5) 0 0%

New Millennium Capital Partners II,
LLC (10) 0 0 267,490 (2)(6) 0 0%

* Less than 1%

(1) Based on 27,791,398 shares issued and outstanding as of September 8,
2006.

(2) The conversion has been calculated based on the maximum number of
shares the investors can receive in accordance with the 6% Callable
Secured Convertible Notes. The number of shares set forth in the
table for the selling stockholders represents an estimate of the
number of shares of common stock to be offered by the selling
stockholders. The actual number of shares of common stock issuable
upon conversion of the notes is indeterminate, is subject to
adjustment and could be materially less or more than such estimated
numbers depending on factors which cannot be predicted by us at this
time including, among other factors, the future market price of the
common stock. The actual number of shares of common stock offered in
this prospectus, and included in the registration statement of which
this prospectus is a part, includes such additional number of shares
of common stock as may be issued or issuable upon conversion of the
notes by reason of any stock split, stock dividend or similar
transaction involving the common stock, in accordance with Rule 416
under the Securities Act of 1933 (the "Securities Act"). Under the
terms of the debentures, if the debentures had actually been
converted on July 26, 2006, the conversion price would have been
$.0972. Under the terms of the debentures, the debentures are
convertible by any holder only to the extent that the number of
shares of common stock issuable pursuant to such securities,
together with the number of shares of common stock owned by such
holder and its affiliates (but not including shares of common stock
underlying unconverted shares of the debentures) would not exceed
4.99% of the then outstanding common stock as determined in
accordance with Section 13(d) of the Exchange Act. Accordingly, the
number of shares of common stock set forth in the table for the
selling stockholders exceeds the number of shares of common stock
that the selling stockholder could beneficially own at any given
time through their ownership of the debentures.

(3) Represents 1,995,885 shares of our common stock issuable in
connection with the conversion of the callable secured convertible
note.

(4) Represents 12,139,918 shares of our common stock issuable in
connection with the conversion of the callable secured convertible
note.

(5) Represents 6,172,840 shares of our common stock issuable in
connection with the conversion of the callable secured convertible
note.

(6) Represents 267,490 shares of our common stock issuable in connection
with the conversion of the callable secured convertible note.

(7) AJW Partners, LLC is a private investment fund that is owned by its
investors and managed by SMS Group, LLC. SMS Group, LLC of which Mr.
Corey S. Ribotsky is the fund manager, has voting and investment
control over the shares listed below owned by AJW Partners, LLC.

(8) AJW Offshore, Ltd. is a private investment fund that is owned by its
investors and managed by First Street Manager II, LLC. First Street
Manager II, LLC, of which Corey S. Ribotsky is the fund manager, has
voting and investment control over the shares listed below owned by
AJW Offshore Ltd.

(9) AJW Qualified Partners, LLC is a private investment fund that is
owned by its investors and managed by AJW Manager, LLC of which
Corey S. Ribotsky and Lloyd A. Groveman are the fund managers, have
voting and investment control over the shares listed below owned by
AJW Qualified Partners, LLC.

(10) New Millennium Capital Partners II, LLC is a private investment fund
that is owned by its investors and managed by First Street Manager
II, LLC. First Street Manager II LLC of which Corey S. Ribotsky is
the fund manager, has voting and investment control over the shares
listed below owned by New Millennium Capital Partners, LLC.

(11) None of the selling stockholders are broker-dealers or affiliates of
broker-dealers.

PLAN OF DISTRIBUTION

All of the stock owned by the selling security holders will be registered
by the registration statement of which this prospectus is a part. The selling
security holders may sell some or all of their shares immediately after they are
registered. The selling security holders shares may be sold or distributed from
time to time by the selling stockholders or by pledgees, donees or transferees
of, or successors in interest to, the selling stockholders, directly to one or
more purchasers (including pledgees) or through brokers, dealers or underwriters
who may act solely as agents or may acquire shares as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices, which may be changed.
The distribution of the shares may be effected in one or more of the following
methods:

o ordinary brokers transactions, which may include long or short sales,

o transactions involving cross or block trades on any securities or market
where our common stock is trading,

o purchases by brokers, dealers or underwriters as principal and resale by
such purchasers for their own accounts pursuant to this prospectus, "at
the market" to or through market makers or into an existing market for the
common stock,

o in other ways not involving market makers or established trading markets,
including direct sales to purchasers or sales effected through agents,

o any combination of the foregoing, or by any other legally available means.

In addition, the selling stockholders may enter into hedging transactions
with broker-dealers who may engage in short sales, if short sales were
permitted, of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also enter into option or
other transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution
of the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The selling stockholders and any broker-dealers acting
in connection with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit realized by them on the resale of
shares as principals may be deemed underwriting compensation under the
Securities Act. Neither the selling stockholders nor we can presently estimate
the amount of such compensation. We know of no existing arrangements between the
selling stockholders and any other stockholder, broker, dealer, underwriter or
agent relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the
selling security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $100,000.

The selling stockholders named in this prospectus must comply with the
requirements of the Securities Act and the Exchange Act in the offer and sale of
the common stock. The selling stockholders and any broker-dealers who execute
sales for the selling stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act in connection with such sales. In particular,
during such times as the selling stockholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable laws and may among other things:

1. Not engage in any stabilization activities in connection with our common
stock;

2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus from time to time, as may be required by
such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities permitted under the Exchange Act.

Regulation M

We have informed the Selling Shareholders that Regulation M promulgated
under the Securities Exchange Act may be applicable to them with respect to any
purchase or sale of our common stock. In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of our common stock from
directly or indirectly bidding for, or purchasing for any account in which it
has a beneficial interest, any of the Shares or any right to purchase the
Shares, for a period of one business day before and after completion of its
participation in the distribution.

During any distribution period, Regulation M prohibits the Selling
Shareholders and any other persons engaged in the distribution from engaging in
any stabilizing bid or purchasing our common stock except for the purpose of
preventing or retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to facilitate any
offering at the market. As the Selling Shareholders will be offering and selling
our common stock at the market, Regulation M will prohibit them from effecting
any stabilizing transaction in contravention of Regulation M with respect to the
shares.

We also have advised the Selling Shareholders that they should be aware
that the anti-manipulation provisions of Regulation M under the Exchange Act
will apply to purchases and sales of shares of common stock by the Selling
Shareholders, and that there are restrictions on market-making activities by
persons engaged in the distribution of the shares. Under Regulation M, the
Selling Shareholders or their agents may not bid for, purchase, or attempt to
induce any person to bid for or purchase, shares of our common stock while such
Selling Shareholders are distributing shares covered by this prospectus.
Regulation M may prohibit the Selling Shareholders from covering short sales by
purchasing shares while the distribution is taking place, despite any
contractual rights to do so under the Agreement. We have advised the Selling
Shareholders that they should consult with their own legal counsel to ensure
compliance with Regulation M.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened legal actions against
us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages as of management, and
business experience of the directors, executive officers and certain other
significant employees of our company. Our directors hold their offices for a
term of one year or until their successors are elected and qualified. Our
officers serve at the discretion of the Board of Directors. Each officer devotes
as much of his working time to our business as is required.

Name Age Position
------------------- --- ------------------------------------------------
D. Davy Jones 42 Chairman, Chief Executive Officer and President

A. Robert Koveleski 52 Vice-President, Interim Principal Accounting Officer
and Director

Our 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 motor sports, Mr. Jones is a championship winning, professional racing
driver with an extensive background racing open wheel and sports cars. In 1996,
Mr. 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.

A. Robert Koveleski serves as our Vice-President and Interim Principal
Accounting Officer, and is a member of our Board of Directors since October
2005. During the past five years, Mr. 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. From 1993 to 2004, Mr Koveleski was the principal of Kovelski Toys,
a company he founded. 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.

Significant Employees

None.

Family Relationships

No family relationships exist among our directors, executive officers, or
persons nominated or chosen by us to become directors or executive officers.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership
of our common stock as of September 8, 2006, by: (i) each director; (ii) each
person who is known to us to be the beneficial owner of more than five percent
of our outstanding common stock; (iii) each of our executive officers named in
the Summary Compensation Table; and (iv) all our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.

Amount and
Name and Address of Nature of
Title of Class Beneficial Owner Beneficial Owner Percent of Class (2)
------------------------------ ------------------------------- ---------------- --------------------

Common Stock D. Davy Jones (1) 1,500,000 5.40%

Common Stock A. Robert Koveleski (1) 1,350,000 4.86%

Common Stock Fairhills Capital (4) 8,000,000 28.79%
1275 Fairhills Drive
Ossining, NY 10562

Common Stock SW International, LLC (5) 12,000,000 43.18%
401 B Street, Suite 1200
San Diego, CA 92101

Common Stock All officers and directors as a 14,850,000 53.43%
group (2 in number)

Series A Convertible Preferred D. Davy Jones (1) 1,000,000 50.00%
Stock (3)

Series A Convertible Preferred A. Robert Koveleski (1) 1,000,000 50.00%
Stock (3)

Series A Convertible Preferred All officers and directors as a 2,000,000 100.00%
Stock (3) group (2 in number)

* Less than one percent.

(1) The address for each beneficial owner is 920 Bollen Circle, Gardnerville, NV
89460.

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 27,791,398 common shares and 2,000,000 preferred shares outstanding
as of September 8, 2006, adjusted as required by rules promulgated by the
Commission.

(3) Shares of our Series A Convertible Preferred Stock are entitled to one vote
per share and are convertible at any time into three hundred (300) fully paid,
nonassessable shares of the Company's Common Stock.

(4) Edward J. Bronson, Esq. is the Managing Member of Lionheart Associates, LLC
d/b/a Fairhills Capital and has sole voting and investment control over these
shares.

(5) A. Robert Koveleski, our Vice President, Interim Principal Accounting
Officer and Director, is the Managing Member of SW International, LLC and has
sole voting and investment control over these shares.

Changes in control

No arrangements exist which may result in a change in control of us.

DESCRIPTION OF SECURITIES

The following description of our capital stock and provisions of our
articles of incorporation and bylaws, each as amended, is only a summary. Our
authorized capital stock consists of 500,000,000 shares of common stock, par
value $.001 per share and 10,000,000 preferred shares, par value $.001 per
share, of which 2,000,000 are designated as Series A Convertible Preferred
Stock. As of September 8, 2006, there were 27,791,398 shares of common stock
issued and outstanding and 2,000,000 shares of Series A Convertible Preferred
Stock issued and outstanding. Only common stock is offered in this prospectus.

Common Stock

Holders of our common stock are entitled to one vote for each share held
on all matters submitted to a vote of our shareholders. Holders of our common
stock are entitled to receive dividends ratably, if any, as may be declared by
the board of directors out of legally available funds, subject to any
preferential dividend rights of any outstanding preferred stock (there are none
currently). Upon our liquidation, dissolution or winding up, the holders of our
common stock are entitled to receive ratably our net assets available after the
payment of all debts and other liabilities and subject to the prior rights of
any outstanding preferred stock. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. The outstanding shares of common
stock are fully paid and non-assessable. The rights, preferences and privileges
of holders of our common stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of preferred stock which we may
designate and issue in the future without further shareholder approval.

Preferred Stock

We have authorized 10,000,000 shares of preferred stock, par value $0.001
per share, of which 2,000,000 shares have been designated as Series A
Convertible Preferred Stock and are also outstanding.

Our Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in one or more
series for such consideration and with such relative rights, privileges,
preferences and restrictions that the Board may determine. The preferences,
powers, rights and restrictions of different series of preferred stock may
differ with respect to dividend rates, amounts payable on liquidation, voting
rights, conversion rights, redemption provisions, sinking fund provisions and
purchase funds and other matters. The issuance of preferred stock could
adversely affect the voting power or other rights of the holders of common
stock.

Each share of Series A Convertible Preferred Stock is convertible, at the
option of the holder and subject to a 65 day written notice to the Company, at
any time after the date of the issuance into three hundred (300) fully paid,
nonassessable shares of the Company's Common Stock. The Series A Convertible
Preferred shareholders have a priority over common stockholders upon
liquidation, dissolution or winding up. Series A Convertible Preferred
shareholders are entitled to vote on all matters upon which common shareholders
can vote and each holder of Series A Preferred Stock is entitled to one vote for
each share of Common Stock into which the Series A Preferred Stock held by such
holder is then convertible. Preferred shares are entitled to dividends on a pro
rata basis.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was employed on
a contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in the registrant or any of its
parents or subsidiaries. Nor was any such person connected with the registrant
or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee. Anslow & Jaclin,
LLP, our independent legal counsel, has provided an opinion on the validity of
our common stock. Anslow & Jaclin, LLP has been our legal counsel since
inception.

The financial statements included in this prospectus and the registration
statement have been audited by Moore & Associates Chartered, certified public
accountants, to the extent and for the periods set forth in their report
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that, to the fullest extent
permitted by law, none of our directors or officers shall be personally liable
to us or our shareholders for damages for breach of any duty owed to our
shareholders or us.

In addition, we have the power, by our by-laws or in any resolution of our
shareholders or directors, to undertake to indemnify the officers and directors
of ours against any contingency or peril as may be determined to be in our best
interest and in conjunction therewith, to procure, at our expense, policies of
insurance. At this time, no statute or provision of the by-laws, any contract or
other arrangement provides for insurance of any of our controlling persons,
directors or officers that would affect his or her liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by us of expenses incurred or paid by
our directors, officers or controlling persons in the successful defense of any
action, suit or proceedings, is asserted by such director, officer, or
controlling person in connection with any securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issues.

DESCRIPTION OF BUSINESS

History and Organization

American Racing Capital, Inc. 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. On July 25, 2002, the Company
entered into a non-binding letter of intent with Creative Holdings, a South
Carolina corporation, pursuant to which and upon the consummation of a
definitive agreement, Altrimega was to acquire Creative Holdings. A Merger
Agreement was executed on August 15, 2002, between the Company, Altrimega
Acquisition Company, a Nevada corporation, Creative Holdings and the
shareholders of Creative Holdings. On September 2, 2002, the Company, Creative
Holdings and the shareholders of Creative Holdings amended the Merger Agreement
and restructured the merger into a stock exchange transaction, whereby Creative
Holdings would become a wholly-owned subsidiary of the Company. The share
exchange was completed on October 17, 2002, at which time, Creative Holdings
became a wholly owned subsidiary of the Company.

Pursuant to the Share Exchange (effective retroactively as of August 15,
2002), the shareholders of Creative Holdings, Inc. 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 18, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, ARCD and the shareholders of ARCD. Pursuant to the
Share Exchange Agreement, the ARCD Shareholders exchanged with, and delivered
to, the Company all of the issued and outstanding common stock of ARCD in
exchange for 235,000,000 shares of the Company's Common Stock, and 1,000,000
shares of Series A Preferred Stock, which can be converted at any time into
three hundred (300) fully paid, nonassessable shares of the Company's Common
Stock. As a result of the Share Exchange Agreement, on October 19, 2005, ARCD
became a wholly-owned subsidiary of the Company.

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 of the Company's issued and
outstanding Common Stock, which became effective on March 30, 2006. On the
Effective Date, the Company's issued and outstanding Common Stock was reduced
based on the 1-for-100 ratio and the symbol for the Company's common stock
quoted on the Pink Sheets was changed to 'ANRC'.

Business Operations

We are a holding company for several companies operating in the auto
racing and motor sports industries, including:

Fast One Inc., a consulting group focusing on racetrack design and
development, which provides research, evaluation and strategic planning for
racetrack build-outs. Fast One's motors ports marketing division also formulates
branding platforms, develops advertising and public relations exposure,
implements product licensing and merchandising agreements, and provides
specialty hospitality packages, such as VIP weekends and on-track activities
with celebrity drivers.

Driving Concepts International, a California-based company provides
specialized and unique educational driver training events, which include
high-performance driving events at racetracks, competition racing and licensing
schools, car control clinics for interest-specific groups, and customized
corporate safety programs.

DJ Motorsports Inc., a Nevada corporation, seeking to develop a signature
racing entity that will attract fans and national and international media
coverage based on using award-winning driver Davy Jones and Margraf Racing's
support equipment, hospitality, team and car presentation to. The team is
expected to become a catalyst for business-to-business opportunities.

The Company intends to operate in the following business areas 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.

Industry and Marketplace

Motor Sports Industry

Motor sports are among the most popular and fastest-growing spectator
sports in the United States, with annual attendance at all U.S. motor sports
events exceeding 20 million people. Racing events often attract huge
festival-sized crowds, many times larger than the Super Bowl, World Series games
and NBA finals combined. Many races broadcast live on network and cable TV.
According to the National Speed Sport News (8/30/00), 240,000 spectators showed
up for the "Brickyard 400" at Indianapolis Motor Speedway on 8/6/2006. Stations
like ESPN and ESPN2, Speed Channel, ABC, CBS, NBC, FOX, TNT and the Outdoor
Channel all regularly broadcast racing events. In recent years, race coverage
ratings have grown more than 20%, while those of the NFL and the NBA have shown
little or no growth and MLB ratings have actually declined as much as 20%
according to Street & Smith's Sports Business Journal(2/13/06).

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

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

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

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

Motor Sports Market

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

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

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

Motor Sports Sales and Marketing

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

Our project plans will include involvement in many aspects of auto racing
and motor sports and will focus on NASCAR type short-oval paved racing tracks.
Included within the configuration of certain facilities are: Oval racing, Drag
Racing, Drifting, Autocross, Road Racing, Karting, Racing Schools, Motorcross &
Supercross, ATV and pee-wee racing.

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

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

o Consulting in specific areas of motor sport,

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

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

o Take the initiative for the motor sport program management,

o Initiate advertising and public relations exposure,

o Develop product licensing and merchandising agreements,

o Provide corporate hospitality and VIP race weekend packages, and

o Arrange on-track activities with famous celebrity drivers.

Competition

The motor sports industry is extremely fragmented. There is increased
competition in the motor sports field 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.

Our competition includes individual track owners and developers, motor
sports consultants, local driving schools, professional racing teams, and the
many businesses that support these activities, including many different
consulting and marketing services. We believe that many of the consulting and
marketing service providers are involved in a variety of sports and do not focus
on one in particular.

In regards to 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.

Government Regulation

In developing new racing venues and hosting event, we may be subject to
certain local (municipal, town or city) noise regulations, which will not
adversely affect our business operations.

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 September 8, 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. The
Company has entered into formal employment agreements with Messrs. Jones and
Koveleski for a term of three years. Each Officer will receive a base salary of
$120,000 and will be entitled to a discretionary bonus and stock options to
acquire 250,000 shares of our Common Stock.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The discussion in this section contains certain statements of a
forward-looking nature relating to future events or our future performance.
Words such as "anticipates," "believes," "expects," "intends," "future," "may"
and similar expressions or variations of such words are intended to identify
forward-looking statements, but are not the only means of identifying
forward-looking statements. Such statements are only predictions and that actual
events or results may differ materially. In evaluating such statements, you
should specifically consider various factors identified in this report,
including the matters set forth under the caption "business risks," which could
cause actual results to differ materially from those indicated by such
forward-looking statements.

Overview

On October 18, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, ARCD and the shareholders of ARCD. Pursuant to the
Share Exchange Agreement, the ARCD Shareholders exchanged with, and delivered
to, ARC the issued and outstanding common stock of ARCD in exchange for
235,000,000 shares of the Company's Common Stock, and 1,000,000 shares of Series
A Preferred Stock, 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, 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 of the Company's issued and
outstanding, which became effective on March 30, 2006. 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'.

Plan of Operation

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.

For the next 12 months, the Company anticipates that it will need
$2,500,000 to fund event and administrative operations and provide working
capital, in addition to funding necessary to acquire and develop race track
projects. The Company will seek debt financing to launch any new race track
projects and will seek equity funding or a combination of debt/equity financing
for operations.

Results of Operations

For the Three Months Ended June 30, 2006 Compared to the Three Months
Period Ended June 30, 2005

Revenues

Revenue for the three months ended June 30, 2006, was $15,367, a decrease
of $ 14,611, from $29,978 in revenues for the same period ended June 30, 2005.
The decrease of 49% in revenues in 2006 was attributable to management spending
most of its efforts on fund raising rather than consulting.

Operating Expenses

Operating expenses for the three months ended June 30, 2006 were $33,741,
as compared to $30,093, for the three months ended June 30, 2005, or a 12%
increase. Operating expenses in 2006 consisted of $200 in consulting and
professional fees and $33,541 in general and administrative expenses.

Net Income (loss)

The Company had a net loss of $18,374 for the three months ended June 30,
2006, as compared to a net loss of $115 for the three months ended June 30,
2005. The increased loss of $14,611, or 127%, was mostly attributable to the
lack of sales from consulting services.

For the Six Months Ended June 30, 2006, Compared to the Six Months Ended
June 30, 2005

Revenues

Revenue for the six months ended June 30, 2006, was $16,247, a decrease of
$ 30,134, from $46,381 in revenues for the same period ended June 30, 2005. The
decrease of 65% in revenues in 2006 was attributable to management spending most
of its efforts on fund raising rather than consulting.

Operating Expenses

Operating expenses for the six months ended June 30, 2006, were $59,741,
as compared to $55,855, for the six months ended June 30, 2005, or a 7%
increase. Operating expenses in 2006 consisted of $1,763 in consulting and
professional fees and $57,978 in general and administrative expenses.

Net Income (loss)

The Company had a net loss of $43,494 for the six months ended June 30,
2006, as compared to a net loss of $9,474 for the six months ended June 30,
2005. The increased loss of $34,020, or 359% was mostly attributable to the lack
of sales from consulting services.

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 has
incurred losses since inception. The Company incurred a net loss of $43,494 and
a net loss of $9,474 for the six months ended June 30, 2006 and 2005,
respectively, and has an accumulated deficit of $218,934 at June 30, 2006. As of
June 30, 2006, we had assets of $573 and liabilities of $216,365 creating a
working capital deficiency of $215,792. The Company currently has approximately
$573 in cash and cash equivalents as of June 30, 2006. The Company 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 had an
accumulated deficit of $175,440 at December 31, 2005. As of December 31, 2004,
the Company 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.

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 have advanced funds to pay expenses incurred by the Company from
time to time. The majority of our liabilities, $131,201, are accounts payable.
Notes payable to related parties of $57,664 are also included in our
liabilities. As of June 30, 2006, the Company had notes payable totaling $57,664
to Mr. Jones' affiliate entities for funds advanced. As of June 30, 2005, the
Company had a note payable in the amount of $7,027 to Fast One, Inc. and a note
payable in the amount of $50,637 to DJ Motorsports, Inc. As of December 31,
2005, the Company had notes payable totaling $60,764 to Mr. Jones' affiliate
entities for funds advanced. As of December 31, 2005, the Company had 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.

For the six months ended June 30, 2006, the Company was provided net cash
from its operations of $2,294, no cash was used in investing activities and had
$350 in cash used in financing activities in the proceeds of notes payable.

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.

Recent Financing

On July 25, 2006, we entered into a Securities Purchase Agreement with New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC. 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.

Pursuant to the Securities Purchase Agreement, the Investors will purchase
the Notes and Warrants in three tranches as set forth below:

1. At closing on July 26, 2006 ("Closing"), the Investors
purchased Notes aggregating $700,000 and warrants to purchase
10,000,0000 shares of our common stock;

2. Upon the filing of this registration statement registering the
shares of common stock underlying the Notes ("Registration
Statement"), the Investors will purchase Notes aggregating
$600,000; and,

3. Upon effectiveness of the Registration Statement, the
Investors will purchase Notes aggregating $700,000.

The Notes carry an interest rate of 6% and a maturity date of July 25,
2009. The notes are convertible into our common shares at the Applicable
Percentage of the average of the lowest three (3) trading prices for our shares
of common stock during the twenty (20) trading day period prior to conversion.
The "Applicable Percentage" means 50%; provided, however, that the Applicable
Percentage shall be increased to (i) 55% in the event that a Registration
Statement is filed within thirty days of the closing and (ii) 60% in the event
that the Registration Statement becomes effective within one hundred and twenty
days from the Closing.

At our option, we may prepay the Notes in the event that no event of
default exists, there are a sufficient number of shares available for conversion
of the Notes and the market price is at or below $.25 per share. In addition, in
the event that the average daily price of the common stock, as reported by the
reporting service, for each day of the month ending on any determination date is
below $.25, we may prepay a portion of the outstanding principal amount of the
Notes equal to 101% of the principal amount hereof divided by thirty-six (36)
plus one month's interest. Exercise of this option will stay all conversions for
the following month. The full principal amount of the Notes is due upon default
under the terms of Notes. 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.

We simultaneously issued to the Investors seven year warrants to purchase
10,000,000 shares of our common stock at an exercise price of $.30.

The Investors have contractually agreed to restrict their ability to
convert the Notes and exercise the Warrants and receive shares of the Company's
common stock such that the number of shares of the Company's common stock held
by them and their affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding shares of the Company's common stock.

We are committed to filing an SB-2 Registration Statement with the SEC by
September 8, 2006, within forty five (45) days from the Closing Date. We will
receive the second tranche of the funding when the SB-2 is filed with the SEC
and the third and final tranche of the funding when the SB-2 is declared
effective by the SEC. There are penalty provisions for us should the filing not
become effective within one hundred thirty five (135) days from the Closing
Date. The notes are secured by all of our assets to the extent of the
outstanding note.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States ("GAAP"). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.

Our significant accounting policies are summarized in the footnotes to our
audited and reviewed financial statements. While all of these significant
accounting policies impact our financial condition and results of operations, we
view certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on our financial
statements and require management to use a greater degree of judgment and
estimates. Actual results may differ from those estimates. Our management
believes that given current facts and circumstances, it is unlikely that
applying any other reasonable judgments or estimate methodologies would cause
effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this report.

Going Concern

We incurred a net loss from operations of $120,635 and $3,089 for the
years ended December 31, 2005 and 2004, and have an accumulated deficit of
$175,440.

Revenue Recognition

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

Stock-Based Compensation

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

Principles of Consolidation

On October 17, 2005, the Company entered into a Share Exchange Agreement,
by and among the Company, ARCI and the shareholders of ARCI, pursuant to which,
the 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.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as
"special purpose entities" (SPEs).

New 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.

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.

DESCRIPTION OF PROPERTY

We do not own real property. The Company's corporate offices are located
in the home of the Company's President in Gardnerville, Nevada at no charge to
the Company. The Company is currently seeking to relocate into a new executive
office.

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.

On July 18, 2006, we entered into a consulting agreement with Lionheart
Associates d/b/a Fairhills Capital ("Lionheart"), pursuant to which we issued to
Lionheart an aggregate of 8,000,000 shares of our restricted common stock.
Edward J. Bronson, Esq. is the Managing Member of Lionheart and has sole voting
and investment control over these shares.

On July 18, 2006, we entered into a consulting agreement with SW
International, LLC, pursuant to which we issued to SW International an aggregate
of 12,000,000 shares of our restricted common stock. A. Robert Koveleski is the
Managing Member of SW International and has sole voting and investment control
over these shares.

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 have advanced funds to pay expenses incurred by the Company from
time to time. As of June 30, 2006, the Company had notes payable totaling
$57,664 to Mr. Jones' affiliate entities for funds advanced. As of June 30,
2005, the Company had a note payable in the amount of $7,027 to Fast One, Inc.
and a note payable in the amount of $50,637 to DJ Motorsports, Inc. As of
December 31, 2005, the Company had notes payable totaling $60,764 to Mr. Jones'
affiliate entities for funds advanced. As of December 31, 2005, the Company had
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.

Since October 2005, Mr. Jones has permitted us to use his home located in
Gardnerville, Nevada free of charge as our corporate offices.

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.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently traded on the Pink Sheets under the symbol
"ANRC". The following table sets forth the range of high and low bid quotations
for each quarter within the last two fiscal years. These quotations as reported
by the Pink Sheets reflect inter-dealer prices without retail mark-up,
mark-down, or commissions and may not necessarily represent actual transactions.

Closing Bid
------------------
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 reverse split) $0.310 $0.250
3rd Quarter Ended June 30, 2006 $0.300 $0.180
Period ended September 8, 2006 $0.400 $0.250

Holders

As of September 8, 2006 in accordance with our transfer agent records, we
had 93 shareholders of record. Such shareholders of record held 27,791,398
shares of our common stock.

Dividends

Historically, we have not paid dividends to the holders of our common
stock and we do not expect to pay any such dividends in the foreseeable future
as we expect to retain our future earnings for use in the operation and
expansion of our business.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following summary compensation table sets forth all compensation paid
by us during the fiscal years ended December 31, 2006, 2005 and 2004 in all
capacities for the accounts of our executives, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------- RESTRICTED SECURITIES PAYOUTS
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
----------------------- ---- -------- ----- ------------ ---------- ------------ ------- ------------

D. Davy Jones(1) 2006 $ 12,500 0 0 0 -- -- --
President and Chief 2005 0 0 0 0 -- -- --
Executive Officer
2004 0 0 0 0 -- -- --

A. Robert Koveleskis(2) 2006 $ 12,500 0 0 0 -- -- --
Vice President and 2005 0 0 0 0 -- -- --
Interim Principal
Accounting Officer
2004 0 0 0 0 -- -- --

John W. Gandy(3) 2006 0 0 0 0 -- -- --
President and Chief 2005 $105,000 0 0 0 -- --
Executive Officer
2004 $ 15,000 0 0 0 -- --

Ron Hendrix(4) 2006 0 0 0 0 -- --
Chief Financial Officer 2005 0 0 0 0 -- --
2004 0 0 0 0 -- -- --

(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 has entered into an employment agreement with Mr.
Jones, effective September 8, 2006, for a term of three years and providing for
an annual salary of $120,000, a discretionary bonus, and stock options to
acquire 250,000 shares of our Common Stock.

(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
has entered into an employment agreement with Mr. Koveleski, effective September
8, 2006, for a term of three years and providing for an annual salary of
$120,000, a discretionary bonus, and stock options to acquire 250,000 shares of
our Common Stock.

(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.

Option Grants Table. There were no individual grants of stock options to
purchase our common stock made to the executive officer named in the Summary
Compensation Table during the fiscal year ended December 31, 2005, and the
subsequent period up to the date of the filing of this Prospectus.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were
no stock options exercised during the fiscal year ended December 31, 2005, the
first, second and third quarters of 2006, and the subsequent period up to the
date of the filing of this Prospectus, by the executive officer named in the
Summary Compensation Table.

Long-Term Incentive Plan ("LTIP") Awards Table. There were no awards made to a
named executive officer in the last completed fiscal year, the first, second and
third quarters of 2006, and the subsequent period up to the date of the filing
of this Prospectus, under any LTIP.

Employment Agreements

The Company has entered into formal employment agreements with its
officers D. Davy Jones, President and Chief Executive Officer, and A. Robert
Koveleski, Vice-President and Interim Principal Accounting Officer. The term of
the agreements is for three years and each officer will receive a base salary of
$120,000. Each officer is also entitled to a discretionary bonus and stock
options to acquire 250,000 shares of our Common Stock.

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 Prospectus, 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 Prospectus, 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.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS AND NOTES

December 31, 2005 and 2006 (Audited)
Report of Independent Registered Public Accounting Firm................... F-2
Balance Sheets as of December 31, 2005 and 2004........................... F-3
Statements of Operations for the years ended December 31, 2005 and 2004 .. F-4
Statement of Stockholders' Equity (Deficit)............................... F-5
Statements of Cash Flows for the years ended December 31, 2005 and 2004... F-6
Notes to Financial Statements ............................................ F-7
June 30, 2006 and 2005 (Unaudited)
Consolidated Balance Sheets............................................... F-11
Consolidated Statements of Operations..................................... F-12
Consolidated Statements of Cash Flows..................................... F-14
Notes to Consolidated Financial Statements................................ F-15

F-1

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-2

AMERICAN RACING CAPITAL, INC.
Balance Sheets

ASSETS

December 31,
----------------------
2005 2004
--------- ---------
CURRENT ASSETS

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
========= =========

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

F-3

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-4

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

Preferred Stock Common Stock Additional
--------------------- --------------------- Paid In Accumulated
Shares Amount Shares Amount Capital Deficit
--------- --------- --------- --------- --------- ---------

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)
========= ========= ========= ========= ========= =========

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

F-5

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-6

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-7

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-8

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-9

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-10

AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
(Unaudited)

ASSETS

CURRENT ASSETS
Cash $ 573
---------
Total Current Assets 573
=========
PROPERTY AND EQUIPMENT, net --
---------
TOTAL ASSETS $ 573
=========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Notes payable - related parties $ 57,664

Notes payable 27,500
Accounts payable and accrued expenses 131,201
---------
Total Current Liabilities 216,365
---------
COMMITMENTS AND CONTINGENCIES --

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock 10,000,000 shares authorized at $0.001 par value;
2,000,000 shares issued and outstanding 2,000
Common stock 500,000,000 shares authorized at $0.001 par value;
4,991,398 shares issued and outstanding --
4,991
Additional paid in capital (deficit) (3,849)
Accumulated deficit (218,934)
---------
Total Stockholders' Equity (Deficit) (215,792)
---------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) $ 573
=========

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

F-11

AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
(Unaudited)

June 30, June 30,
2006 2005
----------- -----------
SALES $ 15,367 $ 29,978
COST OF SALES -- --
----------- -----------
Gross Profit 15,367 29,978
----------- -----------
EXPENSES
Consulting and professional fees 200 11,478
Administrative 33,541 18,615
----------- -----------
TOTAL EXPENSES 33,741 30,093
----------- -----------
Income (loss) from operations (18,374) (115)

OTHER INCOME (EXPENSE)
Interest expense -- --
Other income -- --
----------- -----------
TOTAL OTHER (EXPENSE) -- --
----------- -----------
Income (loss) from operations (18,374) (115)
Income (loss) - before provision for income taxes (18,374) (115)
----------- -----------
Provision for income taxes -- --
----------- -----------
Net income (loss) $ (18,374) $ (115)
=========== ===========
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00) $ (0.00)
----------- -----------
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted 4,991,398 491,398
----------- -----------

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

F-12

AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(Unaudited)

June 30, June 30,
2006 2005
----------- -----------
SALES $ 16,247 $ 46,381

COST OF SALES -- --
----------- -----------
Gross Profit 16,247 46,381
----------- -----------
EXPENSES
Consulting and professional fees 1,763 27,333
Administrative 57,978 28,522
----------- -----------
TOTAL EXPENSES 59,741 55,855
----------- -----------
Income (loss) from operations (43,494) (9,474)

OTHER INCOME (EXPENSE)
Interest Expense -- --
Other income -- --
----------- -----------
TOTAL OTHER (EXPENSE) -- --
----------- -----------
Income (loss) from operations (43,494) (9,474)
----------- -----------
Income (loss) - before provision for income taxes (43,494) (9,474)
----------- -----------
Provision for income taxes -- --
----------- -----------
Net income (loss) $ (43,494) $ (9,474)
=========== ===========
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.01) $ (0.02)
----------- -----------
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted 4,991,398 491,398
----------- -----------

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

F-13

AMERICAN RACING CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(Unaudited)

June 30, June 30,
2006 2005
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(43,494) $ (9,474)
Adjustments to reconcile net loss to net cash provided
by operating activities
Depreciation 788 1,516

Changes in operating assets and liabilities
Accounts receivable -- --
Accounts receivable-related party -- --
Accounts payable-related -- --
Accounts payable 45,000 2,407
Cash overdraft -- --
Other assets -- --
Net Cash from Operations 2,294 (5,551)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable-related parties 750 7,000
Proceeds from notes payable 1,000 --
Payments on notes payable-related parties (2,100) --
-------- --------
Net cash provided (used) by financing activities (350) 7,000
-------- --------
Net Increase (decrease) in Cash 194 1,449
Cash at Beginning of Period 379 551
-------- --------
Cash at End of Period $ 573 $ 2,000
======== ========
Supplemental disclosure of cash flow information
Cash paid for interest $ -- $ --
-------- --------
Cash paid for income taxes $ -- $ --
-------- --------

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

F-14

AMERICAN RACING CAPITAL, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Securities and Exchange Commission requirements for
interim financial statements. Therefore, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. The financial statements
should be read in conjunction with the Form 10-KSB for the year ended December
31, 2005 of American Racing Capital, Inc. and subsidiaries (the "Company" or
"ARC").

The interim financial statements present the condensed balance sheet, statements
of operations and cash flows of the Company. The financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States.

The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position of the
Company as of June 30, 2006 and the results of operations and cash flows
presented herein have been included in the financial statements. Interim results
are not necessarily indicative of results of operations for the full year.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. 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 private placements of shares of
its common stock.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Employee stock based compensation - In December 2004, the Financial Accounting
Standards Board issued SFAS No. 153, "Accounting for Stock-Based Compensation".
SFAS No. 153 amends the transition and disclosure provisions of SFAS No. 123.
This statement supersedes APB Opinion No.25, Accounting for Stock Issued to
employees, and its related implementation guidance. This Statement establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. This Statement requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award--the
requisite service period (usually the vesting period). For stock options and
warrants issued to non-employees, the Company applies Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation,
which requires the recognition of compensation cost based upon the fair value of
stock options at the grant date using the Black-Scholes Option Pricing Model.

The Company issued no stock and granted no warrants or options to employees for
compensation for the six months ended June 30, 2006.

F-15

4. RELATED PARTY TRANSACTIONS

Accounts payable - related parties - As of June 30, 2006, the Company has notes
payable totaling $57,664 to Mr. Jones' affiliate entities for funds advanced. As
of June 30, 2005, the Company has a note payable in the amount of $7,027 to Fast
One, Inc. and a note payable in the amount of $50,637 to DJ Motorsports, Inc.

5. SIGNIFICANT EVENTS

On August 25, 2005, the Company filed a Certificate of Amendment to the Articles
of Incorporation of the Company with the Secretary of State of the State of
Nevada to increase the authorized number of shares of capital from 50,000,000 to
500,000,000. On October 3, 2005, the Company filed a Certificate of Amendment to
the Articles of Incorporation of the Company with the Secretary of State of the
State of Nevada to change the corporate name from `Creative Holdings & Marketing
Corporation' to `American Racing Capital, Inc.'

On October 18, 2005, the Company entered into a Share Exchange Agreement, by and
among the Company, ARC Development Corporation, a Nevada corporation ("ARCD")
and the shareholders of ARCD (the "ARCD Shareholders"). Pursuant to the Share
Exchange Agreement, the ARCD Shareholders exchanged with, and delivered to, ARC
the issued and outstanding Common Stock of ARCD in exchange for 235,000,000
shares of the Company's Common Stock, and 1,000,000 shares of Series A Preferred
Stock, which can be converted at any time 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.

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

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'.

6. SUBSEQUENT EVENTS

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 the Company's Common Stock (the
"Warrants"). The Notes carry an interest rate of 6% per annum and a maturity
date of July 25, 2009. Pursuant to the Securities Purchase Agreement, the
Company must file a registration statement with the U.S. Securities and Exchange
Commission within forty-five (45) days of the execution of the Securities
Purchase Agreement. The notes are convertible into the Company's Common Stock at
the Applicable Percentage of the average of the lowest three (3) trading prices
for our shares of Common Stock during the twenty (20) trading day period prior
to conversion. The "Applicable Percentage" means 50%; provided, however, that
the Applicable Percentage shall be increased to (i) 55% in the event that a
registration statement is filed within thirty days of the closing and (ii) 60%
in the event that the registration statement becomes effective within one
hundred and twenty days from the Closing. In addition, the Company has granted
the investors a security interest in substantially all of its assets, as well as
intellectual property and registration rights. In connection with the Securities
Purchase Agreement, the Company issued to the Investors seven year warrants to
purchase 10,000,000 shares of the Company's Common Stock at an exercise price of
$.30.

F-16

CHANGES AND DISAGREEMENTS WITH ACCOUNTANT
ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our certified public accountants with
respect to accounting practices or procedures or 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.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities
Act with the SEC with respect to the shares of our common stock offered through
this prospectus. This prospectus is filed as apart of that registration
statement and does not contain all of the information contained in the
registration statement and exhibits. We refer you to our registration statement
and each exhibit attached to it for a more complete description of matters
involving us. You may inspect the registration statement and exhibits and
schedules filed with the Securities and Exchange Commission at the Commission's
principal office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained from the Public Reference Section of the
Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. In addition,
we will file electronic versions of our annual and quarterly reports on the
Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR System.
Our registration statement and the referenced exhibits can also be found on this
site as well as our quarterly and annual reports. We will not send the annual
report to our shareholders unless requested by the individual shareholders.

PROSPECTUS

AMERICAN RACING CAPITAL, INC.

20,576,132 SHARES OF COMMON STOCK

You should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
prospectus is not an offer to sell common stock and is not soliciting an offer
to buy common stock in any state where the offer or sale is not permitted.

Until _____________, all dealers that effect transactions in these securities
whether or not participating in this offering may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Nevada law permits a corporation, under specified circumstances, to
indemnify its directors, officers, employees or agents against expenses
(including attorney's fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers, employees or agents acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agent in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.

Our Articles of Incorporation provide that, none of our directors shall be
liable to us or our stockholders for damages for breach of fiduciary duty,
unless such breach involves a breach of duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law or involve unlawful payment of dividends or unlawful stock purchases or
redemptions, or involves a transaction from which the director derived an
improper personal benefit.

In addition, our by-laws provide that we shall indemnify our officers,
directors and agents to the fullest extent permissible under Nevada law, and in
conjunction therewith, to procure, at our expense, policies of insurance. In
addition, our by-laws provide that our directors shall have no liability for
monetary damages to the fullest extent permitted under Nevada law.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions or otherwise, we have been advised that in
the opinion of the Securities Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by our
director, officer, or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered hereunder,
we will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Item 25. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission
registration fee $ 214.00
Transfer Agent Fees (1) $10,000.00
Accounting fees and expenses (1) $ 1,500.00
Legal fees and expenses (1) $50,000.00
----------
Total (1) $61,714.00

(1) Estimated

All amounts are estimates other than the Commission's registration fee. We
are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

Item 26. 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. This transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act.

On July 18, 2006, we issued to Lionheart Associates, LLC d/b/a Fairhills
Capital 8,000,000 shares of our common stock as compensation for consulting
services rendered to us. This transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act.

On July 18, 2006, we issued to SW International, LLC 12,000,000 shares of
our restricted common stock as compensation for consulting services rendered to
us. This transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act.

On July 26, 2006, we completed a financing agreement by signing a
securities purchase agreement for a maximum of $2,000,000. The initial closing
was for financing of the principal amount of $700,000 for which we issued
callable secured convertible notes. The initial funding was undertaken as
follows: AJW Capital Partners, LLC - $67,900; AJW Offshore, Ltd. - $413,000; AJW
Qualified Partners, LLC - $210,000; and New Millennium Capital Partners II, LLC
- $9,100. Under the securities purchase agreement, we will receive the principal
amount of $600,000 when this SB-2 registration statement is filed with the SEC;
and the final principal amount of $700,000 when this registration statement is
declared effective. At both times, we will issue callable secured convertible
notes for such amounts. The note is convertible into our common shares at the
lowest 3 intra-day trading prices during the 20 trading days immediately prior
to the conversion date discounted by 40%. The investors in the financing shall
not be entitled to convert the promissory note if such conversion would result
in any investor solely owning more than 4.99% of our outstanding shares of
common stock.

Based on our recent financing, we have also issued 10,000,000 warrants
convertible into shares of our common stock. Each Warrant entitles to holder to
one share of our common stock. The warrants were issued as follows: AJW Capital
Partners, LLC - 970,000 warrants; AJW Offshore, Ltd. - 5,900,000 warrants; AJW
Qualified Partners, LLC - 3,000,000 warrants; and New Millennium Capital
Partners II, LLC - 130,000 warrants. The exercise price is $.30 and is
exercisable for seven years from the date of issuance. The warrants have a
cashless exercise feature. For the 10,000,000 warrants issued on July 25, 2006,
the expiration date is July 25, 2013.

The convertible notes and the warrants (the "Securities") were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act. No commissions were paid for the issuance of such Securities.
The above issuance of Securities qualified for exemption under Section 4(2) of
the Securities Act since the issuance of such shares by us did not involve a
public offering. The holders set forth above were each accredited investors and
had access to information normally provided in a prospectus regarding us. The
offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of Securities offered. We did not undertake an
offering in which we sold a high number of Securities to a high number of
investors. In addition, the holders set forth above had the necessary investment
intent as required by Section 4(2) since they agreed to receive a share
certificate bearing a legend stating that such shares underlying the Securities
are restricted pursuant to Rule 144 of the Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for the above transaction.

All of the above issuances of shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act since the issuance of such
shares by us did not involve a public offering. Each of these shareholders was a
sophisticated investor and had access to information regarding us. The offering
was not a "public offering" as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received a share certificate bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the Securities
Act. These restrictions ensure that these shares would not be immediately
redistributed into the market and therefore not be part of a "public offering."
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for the above
transactions.

Item 27. Exhibits.

Exhibit No. Title of Document Location
----------- ------------------------------------------- ------------------------------------

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

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

3.1.1 Articles of Incorporation as filed with the Incorporated by reference as
Nevada Secretary of State on or about Exhibit 3.1.1 to Form 10-SB filed on
September 8, 1998 January 1, 2000

3.1.2 Certificate of Amendment to the Articles of Incorporated by reference as
Incorporation as filed with the Nevada Exhibit 3.1.2 to Form 10-SB filed on
Secretary of State on or about June 23, January 1, 2000
1999

3.1.3 Certificate of Designation of the Series A Incorporated by reference as
Convertible Preferred Stock of American Exhibit 3.2 to Form 8-K filed on
Racing Capital, Inc. December 5, 2005

3.1.4 Amended and Restated Certificate of Incorporated by reference as
Designation of Series A Convertible Exhibit 3.1 to Form 10-QSB filed on
Preferred Stock of American Racing January 31, 2006
Capital, Inc.

3.2 Bylaws Incorporated by reference as
Exhibit 3.2 to Form 10-SB filed on
January 1, 2000

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

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

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

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

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

Exhibit No. Title of Document Location
----------- ------------------------------------------- ------------------------------------

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

5.1 Opinion of legality and consent of Anslow & Filed herewith
Jaclin, LLP, dated September 8, 2006.

10.1 Consulting Agreement, dated August 21, Incorporated by reference as
2002, by and between the Company and Earl Exhibit 99.1 to Form S-8 filed on
Ingarfield August 30, 2002

10.2 Employment Agreement between D. Davy Jones Filed herewith
and ANRC

10.3 Employment Agreement between A. Robert Filed herewith
Koveleski and ANRC

14.1 Code of Ethics Incorporated by reference as
Exhibit 99.1 to Form 10-KSB filed on
March 31, 2005

23.1 Consent of Moore & Associates, Chartered Filed herewith

Item 28. Undertakings.

The undersigned registrant hereby undertakes:

(a) Rule 415 Offering:

Undertaking pursuant to Item 512(a) of Regulation S-B

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation From the low or high end of the
estimated maximum offering range may be reflected in the form of
prospects filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

4. For determining liability of the undersigned small business issuer under
the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to he purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed
pursuant to Rule 424 (Sec. 230. 424);

(b) Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned small business issuer or used or
referred to by the undersigned small business issuer;

(c) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and

(d) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.

(b) Request for Acceleration of Effective Date:

Undertaking pursuant to Item 512(e) of Regulation S-B

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.

Undertaking pursuant to Item 512(g) of Regulation S-B

The undersigned registrant hereby undertakes that, for the purpose of
determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Las
Vegas, State of Nevada on September.

AMERICAN RACING CAPITAL, INC.

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

AMERICAN RACING CAPITAL, INC.

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

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated.

POWER OF ATTORNEY

The undersigned directors and officers of American Racing Capital, Inc.
hereby constitute and appoint D. Davy Jones and A. Robert Koveleski, with full
power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
registration statement under the Securities Act of 1933 and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm each and every
act and thing that such attorneys- in-fact, or any them, or their substitutes,
shall lawfully do or cause to be done by virtue thereof. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ D. Davy Jones Chairman, Chief Executive Officer September 8, 2006
------------------------ and President
D. Davy Jones

/s/ A. Robert Koveleski Vice-President, Interim Principal September 8, 2006
------------------------ Accounting Officer and Secretary
A. Robert Koveleski