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 September 30, 2010





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





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 x  No  ̈





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 (§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  ̈
                (Do
      not check if smaller reporting company)
              Smaller
      reporting companyx





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No  ̈





The
number of shares outstanding of the registrant’s Common Stock, $0.01 par value,
was 4,376,559 as of November 5, 2010.





Table
of Contents




PagePART
      I - FINANCIAL INFORMATION:
                3Item
      1.
                Balance
      Sheets (Unaudited)
                5Statements
      of Operations (Unaudited)
                6Statements
      of Cash Flows (Unaudited)
                8Notes
      to Financial Statements (Unaudited)
                9Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                13Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                14Item 4T.
                Controls
      and Procedures
                15PART
      II - OTHER INFORMATION:
                16Item
      1.
                Legal
      Proceedings
                16Item 1A.
                Risk
      Factors
                16Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                16Item
      3.
                Defaults
      Upon Senior Securities
                16Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                16Item
      5.
                Other
      Information
                16Item
      6.
                Exhibits
                16SIGNATURES
                17


2


PART
I — FINANCIAL INFORMATION




Item 1.Financial
Statements.




AMETRINE CAPITAL,
INC.
 FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 2010
 UNAUDITED
  3
  AMETRINE CAPITAL,
INC.
 FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 2010
 UNAUDITED
 
 TABLE OF
CONTENTS
 
 PageBalance
      Sheets as of September 30, 2010 (unaudited) and December 31,
      2009
                  
                  5Statements of Operations
      (unaudited) for the three and nine months ended September 30, 2010 and
      2009.
                  
                  6Statements
      of Changes in Net Assets (unaudited) for the three and nine months ended
      September 30, 2010 and 2009.
                  
                  7Statements
      of Cash Flows (unaudited) for the three and nine months ended September
      30, 2010 and 2009.
                  
                  8Notes
      to Financial Statements (unaudited)
                  
                  9-12
 
 
  4
  AMETRINE
CAPITAL, INC.
 BALANCE
SHEETS
 UNAUDITED
 
 September
      30
                
                
                December
      312010
                
                
                2009ASSETSCash
      and cash equivalents
                
                $
                16,755
                
                
                $
                16,755Total
      assets
                
                
                16,755
                
                
                
                16,755LIABILITIESRelated
      party
                
                
                19,895
                
                
                
                55,472Total
      liabilities
                
                
                19,895
                
                
                
                55,472NET
      ASSETSCommon
      stock, par value $.01 per share, 25,000,000 shares authorized and
      2,671,799 shares issued and outstanding
                
                
                43,766
                
                
                
                26,718Paid-in
      capital in excess of par
                
                
                175,062
                
                
                
                106,872Undistributed
      net investment loss
                
                
                (221,968
                )
                
                
                (172,307
                )Total
      net assets
                
                
                (3,140
                )
                
                
                (38,717
                )Total
      liabilities and net assets
                
                
                16,755
                
                
                
                16,755Net
      assets value per share
                
                $
                (0.001
                )
                
                $
                (0.014
                )
  /S/
      Lior Ostashinsky
                
                November4,
      2010Lior
      Ostashinsky
                
                Date
      of approval of thePresident
                
                Financial
      statements
 
 The
accompanying notes are an integral part of the financial
statements.
  5
  AMETRINE
CAPITAL, INC.
 STATEMENTS
OF OPERATIONS
 UNAUDITED
 
 Nine Months Ended
                    September 30,
                
                
                Three Months Ended
                    September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009Investment
      Income
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:Professional
      fees
                
                
                49,661
                
                
                
                42,481
                
                
                
                19,895
                
                
                
                38,881Financing
      Fees
                
                
                -
                
                
                
                745
                
                
                
                -
                
                
                
                745Total
      Expenses
                
                
                49,661
                
                
                
                43,226
                
                
                
                19,895
                
                
                
                39,626Net
      Investment Loss
                
                
                (49,661
                )
                
                
                (43,226
                )
                
                
                (19,895
                )
                
                
                (39,626
                )Net
      decrease in net assets resulting from operations
                
                $
                (49,661
                )
                
                $
                (43,226
                )
                
                $
                (19,895
                )
                
                $
                (39,626
                )Loss
      per share - Basic and Diluted (See note 3)
                
                
                (0.018
                )
                
                
                (0.05
                )
                
                
                (0.007
                )
                
                
                (0.03
                )Weighted
      average shares outstanding - Basic and Diluted
                
                
                2,734,307
                
                
                
                843,942
                
                
                
                2,859,323
                
                
                
                1,300,906
 
 The
accompanying notes are an integral part of the financial
statements.
  6
  AMETRINE
CAPITAL, INC.
 STATEMENTS
OF CHANGES IN NET ASSETS
 UNAUDITED
 
 Nine Months Ended
                    September 30,
                
                
                Three Months Ended
                    September 
      30,2010
                
                
                2009
                
                
                2010
                
                
                2009Decrease
      in net assets from operations:Net investment
      loss
                
                
                49,661
                
                
                
                43,226
                
                
                
                19,895
                
                
                
                39,626Net
      decrease in net assets resulting from operations
                
                
                (49,661
                )
                
                
                (43,226
                )
                
                
                (19,895
                )
                
                
                (39,626
                )Increase
      in net assets from financing:Issuance
      of shares
                
                
                -
                
                
                
                17,500
                
                
                
                -
                
                
                
                17,500Conversion
      debt to common stocks
                
                
                85,238
                
                
                
                85,317
                
                
                
                85,238
                
                
                
                85,317Net
      increase in net assets from financing :
                
                
                85,238
                
                
                
                102,817
                
                
                
                85,238
                
                
                
                102,817Total
      increase (decrease)  in net assets
                
                
                35,577
                
                
                
                59,591
                
                
                
                65,343
                
                
                
                63,191Net
      Assets:Beginning
      of period
                
                
                (38,717
                )
                
                
                (73,491
                )
                
                
                (68,483
                )
                
                
                (77,091
                )End
      of period
                
                $
                (3,140
                )
                
                $
                (13,900
                )
                
                $
                (3,140
                )
                
                $
                (13,900
                )
 
 The
accompanying notes are an integral part of the financial
statements.
  7
  AMETRINE
CAPITAL, INC.
 STATEMENTS
OF CASH FLOWS
 UNAUDITED
 
 Nine Months Ended
                    September 
      30,
                
                
                Three Months Ended
                    September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      decrease in net assets resulting from operations
                
                $
                (49,661
                )
                
                $
                (43,226
                )
                
                $
                (19,895
                )
                
                $
                (39,626
                )Adjustments
      to reconcile net decrease in net assets resulting from operations to net
      cash used by operating activities:Increase
      in accrued expenses
                
                
                49,661
                
                
                
                42,481
                
                
                
                19,895
                
                
                
                38,881Net
      cash used in operating activities
                
                
                -
                
                
                
                (745
                )
                
                
                -
                
                
                
                (745
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      proceeds from issuance of common stock
                
                
                -
                
                
                
                17,500
                
                
                
                -
                
                
                
                17,500Net
      cash provided by financing activities
                
                
                -
                
                
                
                17,500
                
                
                
                -
                
                
                
                17,500Net  increase
      in cash and cash equivalents
                
                
                -
                
                
                
                16,755
                
                
                
                -
                
                
                
                16,755Cash
      and cash equivalents at beginning of period
                
                
                16,755
                
                
                
                -
                
                
                
                16,755
                
                
                
                -Cash
      and cash equivalents at the end of period
                
                $
                16,755
                
                
                $
                16,755
                
                
                $
                16,755
                
                
                $
                16,755
  The
accompanying notes are an integral part of the financial
statements.
  8
  AMETRINE
CAPITAL, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
1 - ORGANIZATION:
  Ametrine
Capital, Inc. ("Ametrine" or "Company") is a closed-end, non-diversified
management investment company that 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. (“Meitav”) for a total consideration of $30,773.
  On August
31, 2009 Ametrine issued 350,000 shares of its common stock, for a total
consideration of $17,500.
  On
September 3, 2009 Ametrine issued to Meitav 1,706,339 shares of its common stock
in conversion for Ametrine’s outstanding debt to Meitav.
  As a BDC,
the Company's investment objective was to maximize total return from capital
appreciation and current income. The Company intended to achieve its investment
objective by providing equity and debt financing primarily to small and midsized
U.S. and Israeli companies.
  On July
26, 2010 Meitav, representing the majority of the voting power of the Company,
adopted, by written consent, resolutions authorizing and approving (1) a change
in the Company’s business so that it ceases to be a BDC, and (2) the Company’s
withdrawal of its notification of election to be subject to Sections 55 through
65 of the Investment Company Act of 1940 (the “1940 Act”) by filing Form N-54C
with the Securities and Exchange Commission (the “SEC”).  The
withdrawal as a BDC will be effective upon filing the notification on Form N-54C
and receipt thereof by the SEC, after which the Company will no longer be
subject to regulation under the relevant provisions of the1940 Act.
  On
September 21, 2010 Ametrine issued to Meitav 1,704,760 shares of its common
stock in conversion for Ametrine’s outstanding debt to Meitav.
 
 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.
  9
  AMETRINE
CAPITAL, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (cont.):
  A.
              Basis
      of Presentation (cont.):
  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, 2009 included in the Company’s
Annual report on Form    10-Q, 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.
 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.
              Use
      of Estimates in Preparation of Financial
  Statements:
  The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the period reported.
Actual result could differ from those estimates.
  C.
              Cash
      and Cash Equivalents:
  Cash and
cash equivalents consist of demand deposits and highly liquid investments with
original maturities of three months or less. Cash and cash equivalents are
carried at cost which approximates fair value.
 
 D.
              Investments:
  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 at fair value using different
methodologies generally used to determine fair in accordance with FASB ASC Topic
820, Fair Value Measurement and Disclosures(“ASC 820“).
  10
  AMETRINE
CAPITAL, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.):
  E.
              Recent
      Accounting Pronouncements:
  1.
              In
      May 2009, the FASB issued SFAS 165—Subsequent Events, which was
      subsequently included in ASC Topic 855—Subsequent Events, or ASC 855. This
      guidance establishes general standards of accounting for and disclosure of
      events that occur after the balance sheet date but before financial
      statements are issued, and specifically requires the disclosure of the
      date through which an entity has evaluated subsequent events and the basis
      for that date. We adopted this guidance during the quarter ended June 30,
      2009.
  2.
              In
      February 2010, the FASB issued ASU 2010-09 to amend ASC 855 to address
      certain implementation issues, including (1) eliminating the requirement
      for SEC filers to disclose the date through which it has evaluated
      subsequent events, (2) clarifying the period through which conduit bond
      obligors must evaluate subsequent events, and (3) refining the scope of
      the disclosure requirements for reissued financial statements. The
      adoption of this standard did not have a significant impact on our
      consolidated financial statements.
  3.
              In
      January 2010, the FASB issued ASU No. 2010-01, Accounting for
      Distributions to Shareholders with Components of Stock and Cash (“ASU
      2001-01”), which addresses the accounting for a distribution to
      shareholders that offers them the ability to elect to receive their entire
      distribution in cash or shares of equivalent value with a potential
      limitation on the total amount of cash that shareholders can receive in
      the aggregate. ASU2010-01 clarifies that the stock portion of such a
      distribution is considered a share issuance reflected prospectively in
      earnings per share. ASU 2010-01 is effective for interim and annual
      periods ending after December 15, 2009 and should be applied on a
      prospective basis. We adopted the requirements of ASU 2010-01 in the
      fourth quarter of 2009 and its adoption did not have a material effect on
      our consolidated financial
statements.
  4.
              In January 2010, the
      FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (“ASU
      2010-06”), which amends ASC 820 and requires additional disclosure related
      to recurring and nonrecurring fair value measurements with respect to
      transfers in and out of Levels 1 and 2 and activity in Level 3 fair value
      measurements. The update also clarifies existing disclosure requirements
      related to the level of disaggregation and disclosure about inputs and
      valuation techniques. ASU 2010-06 is effective for interim and annual
      periods beginning after December 15, 2009 except for disclosures related
      to activity in Level
      3 fair value measurements which are effective for fiscal years beginning
      after December 15, 2010 and for interim periods within those fiscal
      years.
                Management
      is currently evaluating the impact on our consolidated financial
      statements of adopting ASU
  2010-06.
 11
  AMETRINE
CAPITAL, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
3 - EARNING PER SHARE:
 Nine Months Ended
                    September 30,
                
                
                Three Months Ended
                    September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009Numerator
      for basic and diluted net decrease in net assets per share resulting from
      operations
                
                
                (49,661
                )
                
                
                (43,226
                )
                
                
                (19,895
                )
                
                
                (39,626
                )Denominator for basic and diluted
      weighted average share:
                
                
                2,734,307
                
                
                
                843,942
                
                
                
                2,859,323
                
                
                
                1,300,906Basic
      and diluted net decrease in net assets per share resulting from
      operations:
                
                
                (0.018
                )
                
                
                (0.05
                )
                
                
                (0.007
                )
                
                
                (0.03
                )
 
 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
  As of
September 30, 2010 the Company had net operating loss carry forwards in the
amount of $221,968.
  NOTE
6 - NET ASSETS:
  As of
September 30, 2010 the Company had 4,376,559 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 is the controlling shareholder of the
Company.
  12




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 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.





As used in this quarterly report, the
terms “we”, “us”, “our”, the “Company”, the “registrant” and “Ametrine” mean
Ametrine Capital, Inc., unless otherwise indicated or as otherwise required by
the context.





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 were
formed as a closed-end, non-diversified management investment company that filed
an election to be regulated as a business development company (“BDC”) under the
Investment Company Act of 1940, with the intent to invest principally in the
equity and debt securities of primarily non-public U.S.- and Israeli-based small
and mid-sized companies. We have not conducted any significant operating
activities and have not made any investment. On July 26, 2010, Meitav
Underwriting Ltd, which recently changed its name to Tailormade Holdings Ltd
(“Meitav”), our majority shareholder determined that it would be beneficial for
us to withdraw our election to be regulated as a BDC, in order to pursue other
operating possibilities. In connection therewith, on October 13, 2010, we filed
a definitive information statement with the SEC, and mailed a copy to our
shareholders of record on or about October 15. At least 20 days after the
mailing of the information statement, we will file notification on Form N-54C
with the SEC, upon which the withdrawal as a BDC will be
effective.  Thereafter, we will no longer be subject to the relevant
sections under the Investment Company Act of 1940.


13


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.





Our
shares of common stock are currently quoted on the OTC Bulletin Board under the
symbol AMRZ.OB.





Results
of Operations





Three
Months Ended September 30, 2010 compared with Three Months Ended September 30,
2009





We have
not had any revenues from operations since our formation on December 19, 2007.
We have accumulated a net loss of $19,895 or $0.007 per share, for the three
months ended September 30, 2010 compared with $39,626, or $0.03 loss per share,
for the three months ended September 30, 2009.





During
the three months ended September 30, 2010, all of our operating expenses were
attributed to general and administrative expenses, mainly in connection with
payment for accounting, printing and legal fees.





Liquidity
and Capital Resources





As of
September 30, 2010, we had $16,755 in cash.  We had the same cash
balance as of December 31, 2009. As of now our liquidity needs are being covered
by Meitav, our principal shareholder.  Meitav is currently our
controlling 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 and ongoing administrative expenses,
which it provided in the form of an interest-free convertible loan (the
“Loan”).  On September 3, 2009, a Loan amount of $85,316 was converted
at a conversion price of $0.05 per share and as a result we issued to Meitav
1,706,339 shares of our common stock.  On September 21, 2010, another
Loan amount of $85,238 was converted at a conversion price of $0.05 per share
and as a result we issued to Meitav 1,704,760 additional shares of our common
stock. Liabilities as of September 30, 2010 were $19,895, compared to $55,472 as
of December 31, 2009.  Liabilities were comprised of obligations to
Meitav in relation to the ongoing funding of our business.  On August
31, 2009, we issued 350,000 shares of our common stock to 35 investors for an
aggregate consideration of $17,500 or $0.05 per share. The shares were issued
out of our N-2 registration statement.





Outlook





After the
withdrawal of our election to be regulated as a BDC, we intend to continue as an
operating company that is no longer subject to regulation under Sections 55
through 65 of the Investment Company Act of 1940. Our current cash may not be
sufficient to meet our anticipated requirements for the next 12
months.  Our future sustainability depends on our ability to raise
sufficient capital to meet our future expenses by making additional offerings of
our stock.  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
operations continue to be funded by Meitav, our principal
shareholder.  Our inability to raise funds will have a severe negative
impact on our ability to remain a viable company.  If we are unable to
obtain the financing necessary to support our operations, we may not be able to
conduct any significant operations, or may be unable to continue as a going
concern. In that event, we may be forced to cease operations and our
stockholders could lose their entire investment in the Company.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





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


14


Item
4T.  Controls and Procedures.




Evaluationof 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 our evaluation, management concluded that the Company did maintain
effective internal control over financial reporting as of September 30,
2010.




Changes in
InternalControl Over
Financial Reporting




There has
been no change in our internal control over financial reporting during the third
quarter of 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.


15




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.





On
September 21, 2010, a Loan amount of $85,238 was converted at a conversion price
of $0.05 per share and as a result we issued to Meitav 1,704,760 shares of our
common stock. The issuance was done in reliance on exemption from registration
under section 3(a)(9) of the Securities Act of 1933, as amended.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. [Removed and Reserved]





Item
5. Other Information.





None





Item
6. Exhibits.


*
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.


16


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:
      November 9, 2010
              By:
              /s/ Lior OstashinskyLior
      Ostashinsky
                President
      and Treasurer


17