SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: December 5, 2005
American Racing Capital, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-29057 87-0631750
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4702 Oleander Drive, Suite 200
Myrtle Beach, South Carolina 29577
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (843) 497-7028
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
American Racing Capital, Inc. (formerly Altrimega Health Corporation), a
Nevada corporation ("ARC" or 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 to the Share Exchange Agreement, the ARCI
Shareholders exchanged with, and delivered to, ARC the issued and outstanding
common stock of ARCI in exchange for 150,000,000 shares of ARC's common stock,
par value $0.001, and 1,000,000 shares of Series A Convertible Preferred Stock,
par value $0.001 per share, of ARC. 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, 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 235,000,000 shares of ARC's common stock, par value $0.001, and
1,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per
share, of ARC. 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, ARCD became a wholly-owned subsidiary of the Company.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the consummation of the transactions mentioned in Item
2.01, 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.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 18, 2005, the Company's Board of Directors appointed D. Davy
Jones as President and Director and Robert Koveleski as Secretary and Director.
On November 18, 2005, Mr. John W. Gandy resigned as President and Director
of the Company. Also on November 18, 2005, Mr. Ron E. Hendrix resigned as
Secretary and Director and John F. Smith, III resigned as Director of the
Company.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS; CHANGE IN FISCAL
YEAR
On October 19, 2005, the Company filed the Certificate of Designations to
the Articles of Incorporation with the Secretary of State of the State of
Nevada, setting forth the rights and designations of the Series A Convertible
Preferred Stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit Description
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Exhibit 10.1 Share Exchange Agreement, dated October 17, 2005, Incorporated by reference as
by and among the Company, American Racing Capital, Inc., Exhibit 99.1 to Form 8-K filed
and the shareholders of American Racing Capital, Inc. on October 17, 2005
Exhibit 10.2 Share Exchange Agreement, dated October 18, 2005, by Incorporated by reference as
and among the Company, ARC Development Corporation, Exhibit 99.1 to Form 8-K filed
and the shareholders of ARC Development Corporation on October 19, 2005
Exhibit 3.2 Certificate of Designation of the Series A Convertible Provided herein
Preferred Stock of American Racing Capital, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Racing Capital, Inc.,
/s/ D. Davy Jones
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Name: D. Davy Jones
Title: Chairman and President
Date: December 5, 2005