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

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

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|            | Page                                                                                                  |
|--------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                         |                                                                                                  |
| 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 | 5 |
|                                                         |                                                                                                  |   |
| Item      3.                                                 | Quantitative      and Qualitative Disclosures About Market Risk                                       |   |
|                                                         |                                                                                                  |   |
| Item      4T.                                                | Controls      and Procedures                                                                          | 7 |
|                                                         |                                                                                                  |   |
| PART II -      OTHER INFORMATION:                            | 8                                                                                                     |
|                                                         |                                                                                                  |   |
| 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                                                                                              | 8 |
|                                                         |                                                                                                  |   |
| SIGNATURES                                                   | 9                                                                                                     |

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|                                                                                                   |   | Page                 |
|--------------------------------------------------------------------------------------------------------|--------|----------------------|
|                                                                                                   |   |                 |
| Balance Sheets as ofSeptember 30, 2009 (unaudited)      and December 31, 2008                          |   | F-1                  |
| Statements      of Operations (unaudited) for the three and nine months ended September      30, 2009  |   | F-2                  |
| Statements      of Changes in Net Assets (unaudited) for the nine months ended September      30, 2009 |   | F-3                  |
| Statements      of Cash Flows (unaudited) for the nine months ended September 30,      2009            |   | F-4                  |
| Notes to      Financial Statements (unaudited)                                                         |   | F-5 –      F-9 |

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|                                                                                                                                     |   | September 30 |     |   | December      31 |   |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|----------|--------|------------------|--------|
|                                                                                                                                     |   | 2009              |     |   | 2008             |   |
| ASSETS                                                                                                                                   |   |              |     |   |             |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Cash                                                                                                                                     |   | $                 | 16,755   |   |             | $      | - |   |
| Total      assets                                                                                                                        |   |              | 16,755   |   |             |   | - |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| LIABILITIES                                                                                                                              |   |              |     |   |             |   |   |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Related      Party                                                                                                                       |   |              | 30,585   |   |             |   | 38,270 |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Accrued      Other Expenses                                                                                                              |   |              | -        |   |             |   | 35,221 |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Total      liabilities                                                                                                                   |   |              | 30,585   |   |             |   | 73,491 |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| NET      ASSETS                                                                                                                          |   |              |     |   |             |   |   |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Common      stock, par value $.01 per share, 25,000,000 shares authorizedand      2,671,799 shares issued (2008-615,460) and outstanding |   |              | 26,718   |   |             |   | 6,155 |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Paid-in      capital in excess of par                                                                                                    |   |              | 106,872  |   |             |   | 24,618 |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Undistributed      net investment loss                                                                                                   |   |              | (147,420 | )      |             |   | (104,264 | ) |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Total      net assets                                                                                                                    |   |              | (13,830  | )      |             |   | (73,491 | ) |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Total      liabilities and net assets                                                                                                    |   |              | 16,755   |   |             |   | - |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
| Net      assets value per share                                                                                                          |   | $                 | (0.0005  | )      |             | $      | (0.12 | ) |
|                                                                                                                                     |   |              |     |   |             |   |   |   |
|                                                                                                                                     |   |              |     |   |             |   |   |   |

|   /s/      Lior OstashinskyPresident |   November      11, 2009Date of      approval of theFinancial      statements |
|-------------------------------------------|------------------------------------------------------------------------------------|

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|                                                        |   | Three Months Ended September 30,2009 |      |   | Nine Months EndedSeptember 30,2009 |   |
|-------------------------------------------------------------|--------|----------------------------------------------------------|-----------|--------|---------------------------------------------------|--------|
|                                                        |   |                                                     |      |   |                                              |   |
| Investment      Income                                      |   | $                                                        | -         |   |                                              | $      | - |   |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Expenses:                                                   |   |                                                     |      |   |                                              |   |   |   |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Professional      fees                                      |   |                                                     | 38,881    |   |                                              |   | 42,481 |   |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Financing      fees                                         |   |                                                     | 745       |   |                                              |   | 745 |   |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Total      Expenses                                         |   |                                                     | 39,626    |   |                                              |   | 43,226 |   |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Net      Investment Loss                                    |   |                                                     | (39,626   | )      |                                              |   | (43,226 | ) |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Net      decrease in net assets resulting from operations   |   | $                                                        | (39,626   | )      |                                              | $      | (43,226 | ) |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Loss      per share - Basic and Diluted (See note 3)        |   |                                                     | (0.03     | )      |                                              |   | (0.05 | ) |
|                                                        |   |                                                     |      |   |                                              |   |   |   |
| Weighed      average shares outstanding - Basic and Diluted |   |                                                     | 1,300,906 |   |                                              |   | 843,942 |   |

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|                                                      |   | Nine Months Ended September 30,2009 |    |
|-----------------------------------------------------------|--------|---------------------------------------------------------|---------|
| Decrease      in net assets from operations:              |   |                                                    |    |
|                                                      |   |                                                    |    |
| Net      Investment Loss                                  |   | $                                                       | 43,226  |   |
|                                                      |   |                                                    |    |   |
| Net      decrease in net assets resulting from operations |   |                                                    | (43,226 | ) |
|                                                      |   |                                                    |    |   |
| Increase      in net assets from financing:               |   |                                                    |    |   |
|                                                      |   |                                                    |    |   |
| Issuance of      shares                                   |   |                                                    | 17,500  |   |
|                                                      |   |                                                    |    |   |
| Conversion      debt to common stocks                     |   |                                                    | 85,317  |   |
|                                                      |   |                                                    |    |   |
| Net      increase in net assets from financing:           |   |                                                    | 102,817 |   |
|                                                      |   |                                                    |    |   |
| Total      increase in net assets                         |   |                                                    | 59,591  |   |
|                                                      |   |                                                    |    |   |
| Net      Assets:                                          |   |                                                    |    |   |
|                                                      |   |                                                    |    |   |
| Beginning      of period                                  |   |                                                    | (73,491 | ) |
|                                                      |   |                                                    |    |   |
| End of      period                                        |   | $                                                       | (13,830 | ) |

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|                                                                                                                                           |   | Nine      Months EndedSeptember      30,2009 |    |
|------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|---------|
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                                                                                     |   |                                         |    |
|                                                                                                                                           |   |                                         |    |   |
| Net      decrease in net assets resulting from operations                                                                                      |   | $                                            | (43,226 | ) |
|                                                                                                                                           |   |                                         |    |   |
| Adjustments      to reconcile net decrease in net assets resulting         from operations to net cash used by operating activities: |   |                                         |    |   |
|                                                                                                                                           |   |                                         |    |   |
| Increase in      accrued expenses                                                                                                              |   |                                         | 42,481  |   |
|                                                                                                                                           |   |                                         |    |   |
|          Net      cash used in operating activities                                               |   |                                         | (745    | ) |
|                                                                                                                                           |   |                                         |    |   |
| CASH      FLOWS FROM  FINANCING ACTIVITIES:                                                                                          |   |                                         |    |   |
|                                                                                                                                           |   |                                         |    |   |
| Net      proceeds from issuance of common stock                                                                                                |   |                                         | 17,500  |   |
|                                                                                                                                           |   |                                         |    |   |
| Net      cash provided by financing activities                                                                                                 |   |                                         | 17,500  |   |
|                                                                                                                                           |   |                                         |    |   |
| Net  increase      in cash and cash equivalents                                                                                      |   |                                         | 16,755  |   |
|                                                                                                                                           |   |                                         |    |   |
| Cash      and cash equivalents at beginning of period                                                                                          |   |                                         | -       |   |
|                                                                                                                                           |   |                                         |    |   |
| Cash      and cash equivalents at the end of period                                                                                            |   | $                                            | 16,755  |   |
|                                                                                                                                           |   |                                         |    |   |

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| 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 |

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| A.     | Basis      of Presentation (cont.):                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 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.                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 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      SFAS No. 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, codified into FASB      ASC 820 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 fiscalyears. |
|   |         |   |
|   |         | 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 SFAS No. 159, the Fair value Option for Financial      Assets and Financial Liabilities - Including an Amendment of SFAS No. 115      (“SAFS No. 159”), which was later codified into ASC 825. 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. |

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| C.     | Recent      Accounting Pronouncements: |
|--------|----------------------------------------|
|   |                                   |   |
|   | 1.                                     | Standard on      Subsequent Events.  On May 28, 2009, the FASB issued      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 Company      adopted SFAS No. 165 as of September 30, 2009 and accordingly      assessed subsequent events in this interim financial statements from      September 30, 2009 trough the filling date of this Form 10Q .The adoption      of this standard did not 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 September 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. There is no impact of the      adoption  on the Company’s financial  statements. |
|   |                                   |   |
|   | 3.                                     | In October      2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13 (“ASU      2009-13”), which amends Accounting Standards Codification Topic 605,      Revenue Recognition (“ASC 605”), to require companies to allocate revenue      in multiple-element arrangements based on an element’s estimated selling      price if vendor-specific or other third-party evidence of value is not      available. ASU 2009-13 is effective beginning January 1, 2011.      Earlier application is permitted. The Company does not expect that the      update of ASC 605 will affect the Company’s consolidated financial      position, results of operations or cashflows. |

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| C.     | Recent      Accounting Pronouncements (cont.): |
|--------|------------------------------------------------|
|   |                                           |   |
|   | 4.                                             | In      September 2009, the FASB ratified final Emerging Issues Task Force      (“EITF”) Issue 08-01, Revenue Arrangements with Multiple Deliverables      (“EITF 08-01”). EITF 08-01 supersedes EITF 00-21, primarily codified into      ASU  2009-13, and was issued in response to practice concerns      related to the accounting for revenue arrangements with multiple      deliverables under EITF 00-21. EITF 08-1 applies to all deliverables in      contractual arrangements in all industries in which a vendor will perform      multiple revenue-generating activities, except when some or all      deliverables in a multiple deliverable arrangement are within the scope of      other revenue recognition guidance. EITF 08-1 is effective for fiscal      years beginning after June 15, 2010. The effects of the adoption, if      any,of EITF 08-1 on our consolidated financial position, results of      operations and cash flows is not expected to be  material. |
|   |                                           |   |
|   | 5.                                             | In      September 2009, the FASB ratified final EITF 09-3, Software Revenue      Recognition. Entities that sell tangible products containing both hardware      elements and software elements that are currently within the scope of      AICPA Statement of Position (“SOP”) Number 97-2, Revenue Recognition for      Software Products with Multiple Deliverables, (“SOP 97-2”), primarily      codified into ASU 2009-14. This Issue would amend EITF 03-05,      Applicability of AICPA Statement of Position 97-2 to Non-Software      Deliverables in an Arrangement Containing More-Than-Incidental Software,      primarily codified into ASC 985-605, to exclude from their scope all      tangible products containing both software and no software components that      function together to deliver the product’s essential functionality. EITF      09-3 is effective for fiscal years beginning after June 15, 2010. The      effects of the adoption, if any, of EITF 09-3 on our consolidated      financial position, results of operations and cash flows is not expected      to be material. |

| NOTE      3 - EARNING PER SHARE: |
|----------------------------------|

|                                                                                                    |   | Three      Months Ended September 30,2009 |      |   | Nine      Months Ended September 30,2009 |   |
|---------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|-----------|--------|------------------------------------------|--------|
|                                                                                                    |   |                                      |      |   |                                     |   |
| Numerator      for basic and diluted net decrease in net assets pershare      resulting from operations |   | $                                         | (39,626   | )      |                                     | $      | (43,226 | ) |
|                                                                                                    |   |                                      |      |   |                                     |   |   |   |
| Denominator      for basic and diluted weighted average share:                                          |   |                                      | 1,300,906 |   |                                     |   | 843,942 |   |
|                                                                                                    |   |                                      |      |   |                                     |   |   |   |
| Basic and      diluted net decrease in net assets per share resulting from      operations:             |   | $                                         | (0.03     | )      |                                     | $      | (0.05 | ) |
|                                                                                                    |   |                                      |      |   |                                     |   |   |   |

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| *      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. |

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|                          |                                                                      |
|-------------------------------|---------------------------------------------------------------------------|
|                          | Ametrine      Capital, Inc.                                               |
|                          |                                                                      |
| Dated:      November 13, 2009 | By:/s/ Lior      Ostashinsky                                              |
|                          |   Lior      Ostashinsky  President and      Treasurer |

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