8-K 1 v027336.txt 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: October 17, 2005 American Racing Capital, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-29057 87-0631750 ------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4702 Oleander Drive, Suite 200 Myrtle Beach, South Carolina 29577 ---------------------------- ----- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (843) 497-7028 -------------- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 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, ARCI will become a wholly-owned subsidiary of the Company. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS; CHANGE IN FISCAL YEAR 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 change from "Creative Holdings & Marketing Corporation" to "American Racing Capital, Inc." 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Description Exhibit 99.1 Share Exchange Agreement, dated October 17, 2005, by and among the Provided herewith Company, American Racing Capital, Inc., and the shareholders of American Racing Capital, Inc. 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., /s/ John W. Gandy ----------------------------------- Name: John W. Gandy Title: Chairman and President Date: October 17, 2005

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

January 10, 2005

ALTRIMEGA HEALTH CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada	000-29057	87-0631750
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4702 Oleander Drive, Suite 200, Myrtle Beach, South Carolina	29577
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(843) 497-7028

Not Applicable

(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:

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

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

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

o 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.

Between December 21, 2004 and January 5, 2005, Altrimega Health Corporation 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 shares of Series A Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit	Description	Location
Exhibit 99.1	Form of General Release between Altrimega Health Corporation and the holder of Series A Preferred Stock	Provided herewith

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.

Date: January 11, 2005	ALTRIMEGA HEALTH CORPORATION
	By:/s/ John Gandy
	Name: John Gandy
	Title: President

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