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

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): JULY 26, 2006

                          AMERICAN RACING CAPITAL, INC.
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                                                   <C>                                  <C>
                NEVADA                                000-29057                             87-0631750
    (State or other jurisdiction of           (Commission File Number)           (IRS Employer Identification No.)
            incorporation)
</TABLE>

    P.O.  BOX  563,   ZEPHYR  COVE,  NV                         89448
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:     (800) 914-3177


             4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SC 29577
         (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On  July  25,  2006,  we  entered  into a  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement") with New Millennium Capital Partners II, LLC,
AJW  Qualified  Partners,   LLC,  AJW  Offshore,  Ltd.  and  AJW  Partners,  LLC
(collectively,  the  "Investors").  Under the terms of the  Securities  Purchase
Agreement,  the Investors  purchased an aggregate of (i)  $2,000,000 in callable
convertible   secured   notes  (the  "Notes")  and  (ii)  warrants  to  purchase
10,000,0000 shares of our common stock (the "Warrants").

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 a 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 within 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 135 days of the
Closing  Date.  The notes are  secured by all of our assets to the extent of the
outstanding note.

<PAGE>

ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The sale of the first  tranche of Notes  described in Item 1.01 was completed on
July 26, 2006. At the closing, we became obligated to the Investors for $700,000
in face amount of the Notes. The Notes are a debt obligation  arising other than
in the  ordinary  course  of  business  which  constitutes  a  direct  financial
obligation of us.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

The Notes and  Warrants  referenced  in Item 1.01 were  offered  and sold to the
Investors in a private  placement  transaction in reliance upon  exemptions from
registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506
of  Regulation D  promulgated  thereto.  Each of the  Investors is an accredited
investor  as defined in Rule 501 of  Regulation  D under the  Securities  Act of
1933.

ITEM 9.01        FINANCIAL STATEMENT AND EXHIBITS

(a) Financial Statements of Business Acquired.

            None

(b) Pro Forma Financial Information.

            None

(c) Exhibits.

   EXHIBIT
   NUMBER        DESCRIPTION

    4.1          Securities Purchase Agreement dated July 25, 2006 by and among
                 the Company and the Investors

    4.2          Form of Callable Convertible Secured Note by and among the
                 Company and the Investors

    4.3          Form of Stock Purchase Warrant by and among the Company and
                 the Investors

    4.4          Registration Rights Agreement dated July 25, 2006 by and among
                 the Company and the Investors

    4.5          Security Agreement dated July 25, 2006 by and among the
                 Company and the Investors 4.6 Intellectual Property Security
                 Agreement dated July 25, 2006 by and among the Company and the
                 Investors

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          AMERICAN RACING CAPITAL, INC.

Date: August 4, 2006                             By:      /s/  D. Davy Jones
                                                          ----------------------
                                                          D. Davy Jones
                                                          Chairman and President
{"company-data": {"conformed-name": "American Racing Capital, Inc.", "cik": "0001103086", "assigned-sic": "7948", "irs-number": "870631750", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29057", "film-number": "061005241"}, "business-address": {"street1": "5600 BELL STREET", "street2": "SUITE 111", "city": "AMARILLO", "state": "TX", "zip": "79106", "phone": "8063529599"}, "mail-address": {"street1": "5600 BELL STREET", "street2": "SUITE 111", "city": "AMARILLO", "state": "TX", "zip": "79106"}, "former-company": {"former-conformed-name": "ALTRIMEGA HEALTH CORP", "date-changed": "20000111"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): JULY 26, 2006

                          AMERICAN RACING CAPITAL, INC.
               (Exact name of registrant as specified in charter)
NEVADA                                000-29057                             87-0631750
    (State or other jurisdiction of           (Commission File Number)           (IRS Employer Identification No.)
            incorporation)
P.O.  BOX  563,   ZEPHYR  COVE,  NV                         89448
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:     (800) 914-3177

             4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SC 29577
         (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On  July  25,  2006,  we  entered  into a  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement") with New Millennium Capital Partners II, LLC,
AJW  Qualified  Partners,   LLC,  AJW  Offshore,  Ltd.  and  AJW  Partners,  LLC
(collectively,  the  "Investors").  Under the terms of the  Securities  Purchase
Agreement,  the Investors  purchased an aggregate of (i)  $2,000,000 in callable
convertible   secured   notes  (the  "Notes")  and  (ii)  warrants  to  purchase
10,000,0000 shares of our common stock (the "Warrants").

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 a 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 within 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 135 days of the
Closing  Date.  The notes are  secured by all of our assets to the extent of the
outstanding note.
ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The sale of the first  tranche of Notes  described in Item 1.01 was completed on
July 26, 2006. At the closing, we became obligated to the Investors for $700,000
in face amount of the Notes. The Notes are a debt obligation  arising other than
in the  ordinary  course  of  business  which  constitutes  a  direct  financial
obligation of us.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

The Notes and  Warrants  referenced  in Item 1.01 were  offered  and sold to the
Investors in a private  placement  transaction in reliance upon  exemptions from
registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506
of  Regulation D  promulgated  thereto.  Each of the  Investors is an accredited
investor  as defined in Rule 501 of  Regulation  D under the  Securities  Act of
1933.

ITEM 9.01        FINANCIAL STATEMENT AND EXHIBITS

(a) Financial Statements of Business Acquired.

            None

(b) Pro Forma Financial Information.

            None

(c) Exhibits.

   EXHIBIT
   NUMBER        DESCRIPTION

    4.1          Securities Purchase Agreement dated July 25, 2006 by and among
                 the Company and the Investors

    4.2          Form of Callable Convertible Secured Note by and among the
                 Company and the Investors

    4.3          Form of Stock Purchase Warrant by and among the Company and
                 the Investors

    4.4          Registration Rights Agreement dated July 25, 2006 by and among
                 the Company and the Investors

    4.5          Security Agreement dated July 25, 2006 by and among the
                 Company and the Investors 4.6 Intellectual Property Security
                 Agreement dated July 25, 2006 by and among the Company and the
                 Investors
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          AMERICAN RACING CAPITAL, INC.

Date: August 4, 2006                             By:      /s/  D. Davy Jones
                                                          ----------------------
                                                          D. Davy Jones
                                                          Chairman and President