<TABLE>
<CAPTION>

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

                                                      FORM 10-Q

   /X/   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                               For the quarterly period ended March 31, 2009

   / /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                      For the transition period from _________________ to _________________

                                     Commission file number 814-00776


                                               Ametrine Capital, Inc.
                          (Exact name of registrant as specified in its charter)

                      Delaware
  (State or other jurisdiction of incorporation or                         74-3252949
                   organization)                               (IRS Employer Identification No.)


                       340 West Superior Street, Unit 1601, Chicago, Illinois 60610
                                 (Address of principal executive offices)

                                              (312) 205-9101
                           (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes / /   No /X/

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).
Yes / /   No / /

Indicate by check mark whether the  registrant is large  accelerated  filer,  an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definition of "large accelerated  filer",  "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  / /                            Accelerated filer  / /
Non-accelerated filer  / /                              Smaller reporting company /X/
(Do not check if smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes / /    No  /X/

The number of shares  outstanding of the  registrant's  Common Stock,  $0.01 par
value, was 615,460 as of March 31, 2009.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                  Table of Contents

                                                                                                             Page
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                                           <C>
PART I - FINANCIAL INFORMATION:
                                                                                                                  3
     Item 1.   Consolidated Balance Sheets (Unaudited)

               Consolidated Statements of Operations (Unaudited)

               Consolidated Statements of Cash Flows (Unaudited)

               Notes to Consolidated Financial Statements (Unaudited)

     Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations              3

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk

     Item 4T.  Controls and Procedures                                                                            8

PART II - OTHER INFORMATION:                                                                                      9

     Item 1.   Legal Proceedings

     Item 1A.  Risk Factors

     Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

     Item 3.   Defaults Upon Senior Securities

     Item 4.   Submission of Matters to a Vote of Security Holders

     Item 5.   Other Information

     Item 6.   Exhibits                                                                                           9

SIGNATURES                                                                                                       10

</TABLE>


<PAGE>



                           PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.












                             AMETRINE CAPITAL, INC.
              UNAUDITED FINANCIAL STATEMENTS AS OF MARCH 31, 2009




                             AMETRINE CAPITAL, INC.
               UNAUDITED FINANCIAL STATEMENTS AS OF MARCH 31, 2009



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

<S>                                                                                             <C>

                                                                                                Page
                                                                                              ---------

Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008                            1

Statement of Operations (unaudited) for the three months ended March 31, 2009                    2

Statement of Changes in Net Assets (unaudited) for the three months ended March 31, 2009         3

Statement of Cash Flows (unaudited) for the three months ended March 31, 2009                    4

Notes to Financial Statements (unaudited)                                                       5-8


</TABLE>

                                                       ________________________
                                ________________


<TABLE>
<CAPTION>

<PAGE>

                                                         AMETRINE CAPITAL, INC.
                                                       UNAUDITED BALANCE SHEETS
                                                                                        March 31         December 31
                                                                                          2009              2008
<S>                                                                                    <C>               <C>
ASSETS                                                                                  -----------------------------

     Total assets                                                                           $ -           $ -
                                                                                         -------         ----------

LIABILITIES
   Related Party                                                                           75,291           38,270
   Accrued Other Expenses                                                                   -               35,221
                                                                                          -------           ------
      Total liabilities                                                                    75,291           73,491
                                                                                          -------           ------


NET ASSETS

   Common stock, par value $.01 per share, 25,000,000 shares authorized
      and 615,460 shares issued and outstanding                                             6,155           6,155

   Paid-in capital in excess of par                                                        24,618            24,618
   Undistributed net investment loss                                                     (106,064)         (104,264)
                                                                                          -------           -------
      Total net assets                                                                    (75,291)          (73,491)
                                                                                          -------           -------


      Total liabilities and net assets                                                          -                 -
                                                                                          -------           --------
      Net assets value per share                                                        $ (0.12)          $ (0.12)
                                                                                          -------           --------



-----------------------------------------------------------------------------------------------------------------------------------





                              August 15, 2009                  /s/ Lior Ostashinsky
                  ----------------------------------------  --------------------------------------
                          Date of approval of the                   Lior Ostashinsky
                            Financial statements                    President


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

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


<S>                                                                                              <C>
                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                                        2009
                                                                                                 --------------------

Investment Income                                                                                 $      -
                                                                                                  -------------------
Expenses:
Professional fees                                                                                            1,800
                                                                                                  -------------------
Total Expenses                                                                                               1,800
                                                                                                  -------------------
Net Investment Loss                                                                                        (1,800)
                                                                                                  -------------------
Net decrease in net assets resulting from operations                                                      $(1,800)
                                                                                                  -------------------
Loss per share - Basic and Diluted (See note 3)                                                            (0.003)
                                                                                                  -------------------
Weighed average shares outstanding - Basic and Diluted                                                     615,460
                                                                                                  -------------------

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





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

<PAGE>

                                                        AMETRINE CAPITAL, INC.
                                             UNAUDITED STATEMENT OF CHANGES IN NET ASSETS



                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                                       2009
                                                                                                 -------------------
Decrease in net assets from operations:

   Net Investment Loss                                                                                      $ 1,800
                                                                                                 -------------------
   Net decrease in net assets resulting from operations                                                     (1,800)
                                                                                                 -------------------
Total decrease in net assets                                                                                (1,800)
                                                                                                 -------------------
Net Assets:
   Beginning of period                                                                                     (73,491)
                                                                                                 -------------------
   End of period                                                                                         $ (75,291)
                                                                                                 -------------------










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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                        AMETRINE CAPITAL, INC.
                                                   UNAUDITED STATEMENT OF CASH FLOWS


                                                                                                      Three Months Ended
                                                                                                          March 31,
                                                                                                             2009
                                                                                                      -------------------
<S>                                                                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets resulting from operations                                                       $ (1,800)
Adjustments   to  reconcile  net  decrease  in  net  assets   resulting  from
operations to net cash used by operating activities:

   Increase in accrued expenses                                                                               1,800
                                                                                                      -------------------

         Net cash used in operating activities                                                                  -
                                                                                                      -------------------

CASH FLOWS FROM  FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                                                                   -
                                                                                                      -------------------

      Net cash provided by financing activities                                                                 -

                                                                                                      -------------------
Net  increase in cash and cash equivalents                                                                      -
Cash and cash equivalents at beginning of period                                                                -
                                                                                                      -------------------
Cash and cash equivalents at the end of period                                                               $ -
                                                                                                      -------------------

<PAGE>













The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>

                             AMETRINE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION:

Ametrine  Capital,   Inc.   ("Ametrine"  or  "Company")  is  a  newly  organized
closed-end, non-diversified management investment company that has elected to be
regulated  as a  business  development  company (a "BDC")  under the  Investment
Company  Act of 1940,  as  amended.  It was  formed on  December  19,  2007 as a
Delaware  limited  liability  company.  On February  12,  2008,  the Company was
converted  into a  Delaware  corporation  and  changed  its name  from  Ametrine
Capital,  LLC to Ametrine  Capital,  Inc. Until February 13, 2008,  Ametrine was
held by its sole  incorporator.  On February 14, 2008,  Ametrine  issued 615,460
shares of its common stock to Meitav Underwriting Ltd. for a total consideration
of $30,773.

The  Company's  investment  objective  is to maximize  total return from capital
appreciation and current income. The Company will seek to achieve its investment
objective  by  providing  equity and debt  financing  primarily to small and mid
sized U.S. and Israeli companies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies followed in the preparation of the financial
statements are as follows:

A.    Basis of Presentation:

     The financial statements are prepared in conformity with generally accepted
     accounting principles in the United States of America ("GAAP") and pursuant
     to the reporting  requirement  set forth on Article 6 of Regulation S-X, as
     appropriate.  In accordance  with Article 6-09 of Regulation  S-X under the
     Exchange Act, a Statement of Changes in Net Assets is provided in lieu of a
     Statement of Changes in Stockholders" Equity.

     The accompanying  unaudited financial  statements have been prepared on the
     accrual  basis of  accounting  in  conformity  with  accounting  principles
     generally  accepted in the United  States of America  ("GAAP")  for interim
     financial  information.  Accordingly,  they  do  not  include  all  of  the
     information and footnotes  required for annual  financial  statements.  The
     unaudited interim financial  statements and notes thereto should be read in
     conjunction  with the  financial  statements  and notes for the fiscal year
     ended December 31, 2008 included in the Company's Registration Statement on
     Form N-2, as filed with the Securities and Exchange Commission ("SEC").

     The financial  statements  reflect all  adjustments  and  reclassifications
     which,   in  the  opinion  of  management,   are  necessary  for  the  fair
     presentation of the Company's results of operations and financial condition
     for the periods presented.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.):

A.    Basis of Presentation (cont.):

     Furthermore,   the  preparation  of  the  financial   statements   requires
     management to make significant estimates and assumptions including the fair
     value of  investments  that do not have a readily  available  market value.
     Actual results could differ from those estimates, and the differences could
     be material.  The results of operations for the interim  periods  presented
     are not necessarily  indicative of the operating results to be expected for
     the full year.

B.    Investments:

1.   The Company intends to invest principally in the equity and debt securities
     of  primarily  non-public  and  mid-sized  companies.  Currently,  no  such
     investments  were done. All of the Company's  securities will be carried on
     at fair value using  different  methodologies  generally  used to determine
     fair value as applicable.

2.   In September 2006, the Financial Accounting Standards Board ("FASB") issued
     Statement of  Financial  Accounting  Standards  ("SFAS")  157,  "Fair Value
     Measurements,"  which  clarifies the  definition of fair value and requires
     companies to expand their  disclosure about the use of the price that would
     be received to sell an asset or paid to transfer a liability  in an orderly
     transaction  between market participants at the measurement date ("SFAS No.
     157"). SFAS No. 157 has been partially  deferred portions of it will become
     effective for financial  statements issued for fiscal years beginning after
     November 15, 2007,  and interim  periods  within  those fiscal  years.  The
     Company adopted SFAS No. 157. Since the Company has yet to invest in equity
     and  held  securities,  SFAS  No.  157 has no  impact  on the  consolidated
     financial statements.

3.   In February 2007, the FASB issued  Statement No. 159, the Fair value Option
     for Financial Assets and Financial  Liabilities - Including an Amendment of
     FASB Statement No. 115 ("SAFS No. 159").  This statement  permits an entity
     to choose to measure many financial  instruments and certain other items at
     fair value. This statement applies to all reporting entities,  and contains
     financial statement presentation and disclosure requirements for assets and
     liabilities  reported  fair value as a consequence  of the  election.  This
     statement is effective for fiscal years  beginning  November 15, 2007,  and
     interim  periods within those fiscal years.  The Company has not elected to
     apply SFAS No. 159.



C.     Recent Accounting Pronouncements:

1.   Standard on Subsequent  Events.  On May 28, 2009, the Financial  Accounting
     Standards Board issued SFAS 165 -- Subsequent Events ("SFAS No. 165"). SFAS
     No. 165 provides  guidance on management's  assessment of subsequent events
     and  requires  additional  disclosure  about  the  timing  of  management's
     assessment of subsequent events. SFAS No. 165 does not significantly change
     the accounting  requirements for the reporting of subsequent  events.  SFAS
     No. 165 is effective for interim or annual  financial  periods ending after
     June 15, 2009. The adoption of this statement is not expected to materially
     impact the Company's financial position, results of operations,  changes in
     net assets or disclosures in the financial statements.

2.   Codification  of Accounting  Standards.  In June 2009, the FASB issued SFAS
     No.168 -- The FASB  Accounting  Standards  Codification  and  Hierarchy  of
     Generally  Accepted  Accounting  Principles ("SFAS No. 168"). When SFAS No.
     168 is effective, the Codification will supersede all then-existing non-SEC
     literature  and all reporting  standards.  It is not expected that SFAS No.
     168 will change existing accounting  standards,  but rather changes the way
     that  companies  will  refer  to  accounting  standards.  SFAS  No.  168 is
     effective for interim and annual periods  ending after  September 15, 2009.
     As a  result,  the  Company  will  adopt  SFAS  No.  168 for its  financial
     statements  covering the period ending September 30, 2009. The Company does
     not expect that the adoption of this standard  will have a material  impact
     on the Company's financial statements.


<TABLE>
<CAPTION>

NOTE 3 - EARNING PER SHARE:
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                                2009
<S>                                                                                      <C>
Numerator for basic and diluted net decrease in net assets per
----------------------------------------------------------------------
   share resulting from operations                                                           $ (1,800)

Denominator for basic and diluted weighted average share:                                     615,460

Basic and diluted net decrease in net assets per share  resulting from
operations:                                                                                  $ (0.003)


</TABLE>





NOTE 4 - DISTRIBUTABLE INCOME

The Company intends to make annual distributions to holders of common stock. The
amount of the annual distributions will be determined by the Board of Directors.
The Company intends to distribute to its stockholders all of its net income and,
in  most  cases,  all of its  net  capital  gains,  although  it may  opt not to
distribute certain net capital gains.

NOTE 5 - TAXES

The Company intends to elect to be treated for federal income tax purposes,  and
intends to qualify annually thereafter, as a RIC under Subchapter M of the Code.
As a RIC, the Company's  income generally will not be subject to taxation to the
extent such  income is  distributed  to  stockholders.  However,  certain of the
Company's investments may be owned by wholly owned subsidiaries that are subject
to corporate  level  federal,  state,  and local income tax in their  respective
jurisdictions.  To obtain and maintain RIC tax treatment,  the Company must meet
specified source-of-income and asset diversification requirements and distribute
annually at least 90% of its ordinary income and realized net short-term capital
gains in excess of realized net long-term  capital losses. As of March 31, 2009,
the Company has yet to be treated as a RIC.  As of March 31, 2009,  the Company
had net operating loss carryforwards in the amount of $106,064.

NOTE 6 - NET ASSETS:

As of March 31,  2009,  the Company has 615,460  shares of common  stock.  These
shares confer upon their holders the rights to receive notice to participate and
vote in  general  meetings,  and the right to  receive  dividends  if  declared.
Currently, Meitav Investments is the controlling shareholder of the Company.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Forward Looking Statements

     The statements contained in this Quarterly Report on Form 10-Q that are not
historical  facts but are  "forward-looking  statements."  Such  forward-looking
statements may be identified by, among other things,  the use of forward-looking
terminology  such as "believes,"  "intends,"  "plan"  "expects,"  "may," "will,"
"should," or "anticipates"  or the negative thereof or other variations  thereon
or comparable terminology,  and these and other similar expressions are intended
to identify forward-looking  statements.  Forward-looking  statements are merely
predictions and therefore  inherently subject to uncertainties and other factors
and  involve  known and  unknown  risks  that could  cause the  actual  results,
performance,  levels of activity,  our  achievements  or industry  results to be
materially different from any future results,  performance,  levels of activity,
our   achievements   or   industry   results   expressed   or  implied  by  such
forward-looking  statements.  Such  forward-looking  statements appear in Item 2
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  as  well  as  elsewhere  in  this  Quarterly  Report  and  include
statements  regarding  our outlook for the coming  months and  information  with
respect  to any  other  plans  and  strategies  for our  business.  The  factors
discussed  herein  and  expressed  from  time to time in our  filings  with  the
Securities  and  Exchange  Commission  ("SEC")  could cause  actual  results and
developments  to be materially  different from those  expressed in or implied by
such  forward-looking  statements.  Except as required by law, we  undertake  no
obligation   to  release   publicly   the  result  of  any   revision  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date  hereof or to reflect the  occurrence  of  unanticipated  events.
Further  information  on potential  uncertainties  and other  factors that could
affect our  business is  described  in our  registration  statement on Form N-2,
which was declared effective on May 21, 2009, under "Risk Factors".  Readers are
also urged to carefully review and consider the various disclosures we have made
in that registration statement.

Overview

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

You should read the following  discussion of our financial condition and results
of operations together with the unaudited financial  statements and the notes to
unaudited financial statements included elsewhere in this report.

We are a newly  organized,  closed-end,  non-diversified  management  investment
company that has elected to be regulated as a business development company under
the  Investment  Company  Act of 1940.  We intend to invest  principally  in the
equity and debt securities of primarily non-public U.S.- and Israeli-based small
and mid-sized  companies.  Our investment  objective is to maximize total return
from capital  appreciation  and current income.  Our primary emphasis will be to
generate  capital  gains through our equity  investments.  We may also invest in
senior secured loans.  From time to time, we may also invest in public companies
that are thinly traded and senior and subordinated syndicated loans. We have not
conducted any significant operating  activities.  On August 19, 2008, we filed a
registration statement on Form N-2 with the SEC, which was declared effective on
May 21, 2009. Through this shelf registration,  we are authorized to offer up to
10,000,000 shares of our common stock, with a par value of $.01 per share and at
an offering price of $.05 per share. Effectiveness of our registration statement
permits us to conduct  offerings  of our  common  shares on an ongoing  basis to
raise capital,  subject to applicable  regulations and  restrictions.  If we are
successful in raising  adequate  funds from such  offerings,  we will be able to
commence our investment activities.

We intend to make  investments in established  and/or emerging  companies having
annual revenues of less than $1,000,000 and/or an equity  capitalization of less
than  $1,000,000.  We expect  that our  investments  will  generally  range from
$100,000 to $1,000,000 in invested  capital,  although this  investment size may
increase  in the  future  as our  capital  base  grows.  We  expect to invest by
ourselves and jointly with other investors,  depending on the opportunity. If we
are  participating  in an  investment  with one or more  co-investors,  then our
investment  is likely to be smaller than if we are  investing  alone.  We do not
currently  anticipate that the portion of our investment portfolio consisting of
debt  securities  will  represent  greater  than  25%  of our  total  investment
portfolio. Because of our focus on equity investing, we expect that our dividend
distributions, if any, may be subject to fluctuations.

As a  business  development  company,  we  will  be  required  to  meet  certain
regulatory tests,  including the requirement to invest at least 70% of our total
assets in the  securities of eligible  portfolio  companies  based in the United
States.  In  addition,  we intend to elect to be treated for federal  income tax
purposes,  and intend to qualify annually thereafter,  as a regulated investment
company,  or "RIC," under  Subchapter M of the Code. As a RIC we generally  will
not have to pay  corporate-level  federal income taxes on any ordinary income or
capital gains that we distribute to our stockholders as dividends.

We currently have a negative net worth, which means that we are insolvent at the
present  time  before  having  raised  capital  or  having  any  operations.  An
investment  in our Company is highly  speculative  and  investors may lose their
whole investment.

Results of Operations

Three Months Ended March 31, 2009 compared with Full year 2008

We have not had any revenues from operations since our formation on December 19,
2007.  We have  accumulated  a net loss of $1,800 or $0.003 per  share,  for the
three months ended March 31, 2009 compared with $73,491or  $0.12 loss per share,
for the period of January 1, 2008 to December 31, 2008.  During the three months
ended March 31, 2009, all of our operating  expenses were  attributed to general
and  administrative  expenses,  mainly in connection with payment for accounting
and legal fees.

Liquidity and Capital Resources

As of March 31, 2009,  we did not have any cash  balances.  We also did not have
any cash  balances as of December 31, 2008.  As of now our  liquidity  needs are
being  covered  by a related  party.  Meitav  Underwriting  Ltd.  ("Meitav")  is
currently  our sole  shareholder  through its  investment  of $30,773 for common
shares purchased for $0.05 per share. Meitav also paid our accrued  organization
and  registration  expenses,  which it provided in the form of an  interest-free
convertible  loan,  and which the  Company  and Meitav  intend to  convert  into
additional  shares  of the  Company  issued  at $0.05  per  share,  now that our
registration  has  become  effective.  Liabilities  as of March  31,  2009  were
$75,291.

Outlook

Over  the  next  twelve  months,  we  intend  to  have a  market  maker  file an
application  with the  Financial  Industry  Regulatory  Authority for our common
stock to be eligible for quotation on the Over The Counter Bulletin Board. We do
not yet  have  such a market  maker.  We also  plan to  raise  funds in order to
finance our operations and future  investments,  and evaluate various investment
opportunities.

There can be no assurance that we will be able to obtain financing at acceptable
terms  to us,  or at all.  We  currently  have no  agreements,  arrangements  or
understandings  with any person to obtain  funds  through  bank loans,  lines of
credit or any other  sources.  Our  inability  to raise funds will have a severe
negative impact on our ability to remain a viable company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.




<PAGE>



Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information  required
by this item.

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
our  Chief  Executive   Officer  and  our  Chief  Financial   Officer,   of  the
effectiveness  of our  disclosure  controls  and  procedures  as defined in Rule
13a-15(e) of the Exchange Act. These disclosure controls and procedures include,
without limitation,  controls and procedures designed to ensure that information
is accumulated and communicated to our management, including our Chief Executive
Officer  and  Chief  Financial  Officer,  to allow  timely  decisions  regarding
required  disclosure.  Based  on  that  evaluation  and  the  material  weakness
described  below,  management  concluded  that  we did  not  maintain  effective
disclosure  controls and  procedures as of March 31, 2009.  Our  management  has
identified  control  deficiencies  regarding a lack of segregation of duties, an
insufficient  qualification  and training of employees,  and a need for stronger
internal control  environment.  Our management believes that these deficiencies,
which in the aggregate constitute a material weakness, are due to the small size
of our staff,  which makes it challenging to maintain  adequate  controls due to
the potential costs of remediating our other deficiencies.

Although we  continue  to strive to provide  improved  disclosure  controls  and
procedures  in  the  future,  in  the  interim,   these  changes  cause  control
deficiencies, which in the aggregate resulted in a material weakness.

Changes in Internal Control Over Financial Reporting


There has been no change in our internal control over financial reporting during
the first quarter of 2009 that has materially affected,  or is reasonably likely
to materially affect, our internal control over financial reporting.




<PAGE>



                           PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

Item 1A. Risk Factors.

A smaller reporting company is not required to provide the information  required
by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

There was no matter  submitted to a vote of security  holders  during the fiscal
quarter ended March 31, 2009.

Item 5. Other Information.

None

Item 6. Exhibits.

10.1 Transfer Agency and Registrar  Service  Agreement dated as of March 5, 2009
between  the  Registrant  and  Standard  Registrar  &  Transfer  Company,  Inc.,
(incorporated by reference to Exhibit j to Pre-Effective  Amendment No. 3 to the
Registration  Statement  on Form N-2 (File No.  333-153083),  filed on March 18,
2009).
* 31.1   Rule 13a-14(a) Certification of Principal Executive Officer.
* 31.2   Rule 13a-14(a) Certification of Principal Financial Officer.
** 32.1  Certification of Principal Executive Officer and Principal Financial
         Officer Pursuant to 18 U.S.C. Section
1350.


-----------------

* Filed herewith

** Furnished herewith.



<PAGE>





                                     SIGNATURES

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

                                                  Ametrine Capital, Inc.


Dated: August 17, 2009                      By:  /s/ Lior Ostashinsky
                                                -----------------------
                                                 Lior Ostashinsky
                                                 President and Treasurer



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