American Racing Capital, Inc. – ‘8-K’ for 9/12/06

On:  Thursday, 9/14/06, at 7:36am ET   ·   For:  9/12/06   ·   Accession #:  1144204-6-38336   ·   File #:  0-29057

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     20K 

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8-K
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 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): September 12, 2006

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

                                                        [Enlarge/Download Table]


                                                                                            
           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            

 (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))                                                       

8-K
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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 10,000,000
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.    On July 26, 2006, the Investors  purchased  Notes  aggregating
                  $700,000  and  Warrants to purchase  10,000,000  shares of our
common stock;                               

            2.    On  September  12,  2006,   the  Investors   purchased   Notes
                  aggregating  $600,000 after we filed a registration  statement
                  with the SEC on Form SB-2 on  September  11, 2006  registering
                  the shares of common stock underlying the Notes ("Registration
Statement"); and                            

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

The Notes carry an interest rate of 6% per annum 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.                                                 

Upon closing the first tranche, 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 will  receive  the third  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.                        

8-K
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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 second tranche of Notes  described in Item 1.01 was completed on
September  12, 2006.  At the closing,  we became  obligated to the Investors for
$600,000 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.                                                               

                                                        [Enlarge/Download Table]


Exhibit                                                                                                              
-------                                                                                                              
Number   Description                                                          Location                               
------   -----------                                                          --------                               

                                                                                                                     
 4.1     Securities Purchase Agreement dated July 25, 2006 by and among  the  Incorporated  by  reference  as Exhibit
         Company and the Investors                                            4.1 to Form 8-K filed on August 4, 2006

 4.2     Form of Callable Convertible Secured Note by and among the  Company  Incorporated  by  reference  as Exhibit
         and the Investors                                                    4.2 to Form 8-K filed on August 4, 2006

 4.3     Form of Stock  Purchase  Warrant by  and among the  Company and the  Incorporated  by  reference  as Exhibit
         Investors                                                            4.3 to Form 8-K filed on August 4, 2006

 4.4     Registration Rights  Agreement dated July 25, 2006 by and among the  Incorporated  by  reference  as Exhibit
         Company and the Investors                                            4.4 to Form 8-K filed on August 4, 2006

 4.5     Security Agreement  dated  July 25, 2006 by  and among the  Company  Incorporated  by  reference  as Exhibit
         and the Investors                                                    4.5 to Form 8-K filed on August 4, 2006

 4.6     Intellectual Property Security Agreement dated July 25, 2006 by and  Incorporated  by  reference  as Exhibit
         among the Company and the Investors                                  4.6 to Form 8-K filed on August 4, 2006

8-K
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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: September 13, 2006                    By:   /s/  D. Davy Jones            
                                      ------------------
                                 D. Davy Jones
                                          Chairman and President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/25/09		2
Filed on:		9/14/06
		9/13/06		4
For Period End:		9/12/06		1		3
		9/11/06		2					SB-2
		8/4/06		3					8-K
		7/26/06		2					8-K
		7/25/06		2		3
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