Attached files
| file | filename |
|---|---|
| EX-32.1 - Encompass Energy Services, Inc. | ex32-1.htm |
| EX-31.2 - Encompass Energy Services, Inc. | ex31-2.htm |
| EX-31.1 - Encompass Energy Services, Inc. | ex31-1.htm |
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, 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 organization)
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74-3252949
(IRS
Employer Identification No.)
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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 ¨
|
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Non-accelerated
filer ¨
(Do not
check if smaller reporting company)
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Smaller
reporting company x
|
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes x No o
The number of
shares outstanding of the registrant’s Common Stock, $0.01 par value, was
2,671,799 as of September 30, 2009.
Table
of Contents
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Page
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PART I -
FINANCIAL INFORMATION:
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3
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Item
1.
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Consolidated
Balance Sheets (Unaudited)
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Consolidated
Statements of Operations (Unaudited)
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Consolidated
Statements of Cash Flows (Unaudited)
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Notes to
Consolidated Financial Statements (Unaudited)
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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5
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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Item
4T.
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Controls
and Procedures
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7
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PART II -
OTHER INFORMATION:
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8
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Item
1.
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Legal
Proceedings
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Item
1A.
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Risk
Factors
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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Item
3.
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Defaults
Upon Senior Securities
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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Item
5.
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Other
Information
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Item
6.
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Exhibits
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8
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SIGNATURES
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9
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2
PART
I — FINANCIAL INFORMATION
Item 1. Financial
Statements.
AMETRINE
CAPITAL, INC.
UNAUDITED
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
AMETRINE
CAPITAL, INC.
UNAUDITED
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
TABLE
OF CONTENTS
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Page
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Balance Sheets as of September 30, 2009 (unaudited)
and December 31, 2008
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F-1
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Statements
of Operations (unaudited) for the three and nine months ended September
30, 2009
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F-2
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Statements
of Changes in Net Assets (unaudited) for the nine months ended September
30, 2009
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F-3
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Statements
of Cash Flows (unaudited) for the nine months ended September 30,
2009
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F-4
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Notes to
Financial Statements (unaudited)
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F-5 –
F-9
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________________________
________________
AMETRINE CAPITAL,
INC.
UNAUDITED
BALANCE SHEETS
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September 30
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December
31
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|||||||
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2009
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2008
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ASSETS
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||||||||
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Cash
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$ | 16,755 | $ | - | ||||
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Total
assets
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16,755 | - | ||||||
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LIABILITIES
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||||||||
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Related
Party
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30,585 | 38,270 | ||||||
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Accrued
Other Expenses
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- | 35,221 | ||||||
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Total
liabilities
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30,585 | 73,491 | ||||||
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NET
ASSETS
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||||||||
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Common
stock, par value $.01 per share, 25,000,000 shares authorized
and
2,671,799 shares issued (2008-615,460) and outstanding
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26,718 | 6,155 | ||||||
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Paid-in
capital in excess of par
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106,872 | 24,618 | ||||||
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Undistributed
net investment loss
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(147,420 | ) | (104,264 | ) | ||||
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Total
net assets
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(13,830 | ) | (73,491 | ) | ||||
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Total
liabilities and net assets
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16,755 | - | ||||||
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Net
assets value per share
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$ | (0.0005 | ) | $ | (0.12 | ) | ||
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/s/
Lior Ostashinsky
President
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November
11, 2009
Date of
approval of the
Financial
statements
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The
accompanying notes are an integral part of the financial
statements.
F-1
AMETRINE
CAPITAL, INC.
UNAUDITED
STATEMENTS OF OPERATIONS
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Three Months Ended
September 30,
2009
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Nine Months Ended
September 30,
2009
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Investment
Income
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$ | - | $ | - | ||||
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Expenses:
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Professional
fees
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38,881 | 42,481 | ||||||
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Financing
fees
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745 | 745 | ||||||
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Total
Expenses
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39,626 | 43,226 | ||||||
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Net
Investment Loss
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(39,626 | ) | (43,226 | ) | ||||
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Net
decrease in net assets resulting from operations
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$ | (39,626 | ) | $ | (43,226 | ) | ||
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Loss
per share - Basic and Diluted (See note 3)
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(0.03 | ) | (0.05 | ) | ||||
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Weighed
average shares outstanding - Basic and Diluted
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1,300,906 | 843,942 | ||||||
The
accompanying notes are an integral part of the financial
statements.
F-2
AMETRINE
CAPITAL, INC.
UNAUDITED
STATEMENT OF CHANGES IN NET ASSETS
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Nine Months Ended
September 30,
2009
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Decrease
in net assets from operations:
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Net
Investment Loss
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$ | 43,226 | ||
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Net
decrease in net assets resulting from operations
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(43,226 | ) | ||
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Increase
in net assets from financing:
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Issuance of
shares
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17,500 | |||
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Conversion
debt to common stocks
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85,317 | |||
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Net
increase in net assets from financing:
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102,817 | |||
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Total
increase in net assets
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59,591 | |||
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Net
Assets:
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Beginning
of period
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(73,491 | ) | ||
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End of
period
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$ | (13,830 | ) | |
The
accompanying notes are an integral part of the financial
statements.
F-3
AMETRINE
CAPITAL, INC.
UNAUDITED
STATEMENT OF CASH FLOWS
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Nine
Months Ended
September
30,
2009
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
decrease in net assets resulting from operations
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$ | (43,226 | ) | |
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Adjustments
to reconcile net decrease in net assets resulting
from operations to net cash used by operating activities:
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||||
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Increase in
accrued expenses
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42,481 | |||
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Net
cash used in operating activities
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(745 | ) | ||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Net
proceeds from issuance of common stock
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17,500 | |||
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Net
cash provided by financing activities
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17,500 | |||
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Net increase
in cash and cash equivalents
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16,755 | |||
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Cash
and cash equivalents at beginning of period
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- | |||
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Cash
and cash equivalents at the end of period
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$ | 16,755 | ||
The
accompanying notes are an integral part of the financial
statements.
F-4
NOTE
1 - ORGANIZATION:
Ametrine Capital,
Inc. ("Ametrine" or "Company") is a newly organized closed-end, non-diversified
management investment company that intends to elect 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.
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.
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.
In accordance
with Accounting Standards Codification ("ASC") 855, "Subsequent Events", ("ASC
855"), originally issued as Statement of Financial Accounting
Standards ("SFAS") No. 165,
Subsequent Events (“SFAS No. 165”), we evaluated subsequent events
through the date and time our condensed consolidated financial statements are
issued on November 11,2009.
NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:
The significant
accounting policies followed in the preparation of the financial statements are
as follows:
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A.
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Basis
of Presentation:
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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.
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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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F-5
NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (cont.):
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A.
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Basis
of Presentation (cont.):
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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”).
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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.
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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.
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B.
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Investments:
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1.
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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.
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All of the
Company's securities will be carried on at fair value using different
methodologies generally used to determine fair value as
applicable.
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2.
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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 fiscal
years.
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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.
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3.
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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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F-6
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C.
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Recent
Accounting Pronouncements:
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1.
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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.
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2.
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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.
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3.
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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 cash
flows.
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F-7
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C.
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Recent
Accounting Pronouncements (cont.):
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4.
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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.
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5.
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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.
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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 per
share
resulting from operations
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$ | (39,626 | ) | $ | (43,226 | ) | ||
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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 | ) | ||
F-8
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 a regulated
investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended. 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 September 30, 2009, the Company has yet to
be treated as a RIC.
As of September
30, 2009 the Company had net operating loss carryforwards in the amount of
$147,420.
NOTE
6 - NET ASSETS:
As of September
30, 2009 the Company had 2,671,799 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.
F-9
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 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.
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
5
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 Internal Revenue Code of
1986, as amended. 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 entire
investment.
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 to raise capital, subject to applicable
regulations and restrictions.
On August 31,
2009, we commenced a public offering using our N-2 registration statement to
finance our operations. We issued 350,000 shares of our common stock
to 35 investors for an aggregate consideration of $17,500 or $0.05 per
share.
Results
of Operations
Three
and Nine Months Ended September 30, 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 $39,626 or $0.03 per share, for the three months ended
September 30, 2009 and $43,226, or $0.05 loss per share, for the nine months
ended September 30, 2009 compared with $73,491, or $0.12 loss per share, for the
period from January 1, 2008 to December 31, 2008.
During the three
and nine months ended September 30, 2009, 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, 2009, we had $16,755 in cash resulting from $17,500 provided by financing
activities and offset by $745 used in operating activities. We
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 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, which it provided in
the form of an interest-free convertible loan (the “Loan”). On September 3,
2009, the Loan amount of $85,317 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. Meitav continues to finance our operations through an
interest-free convertible loan. Related party liabilities as of September 30,
2009 amounted to $30,585. 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 effective N-2
registration statement.
Outlook
Spartan
Securities, our market maker, has recently filed an application with the
Financial Industry Regulatory Authority for our common stock to be eligible for
quotation on the Over The Counter Bulletin Board. As of the
date
6
of this report,
this application is still pending and there is no certainty that it will be
approved. We plan to raise funds by issuing additional shares from the
shelf registration 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 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.
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.
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 September
30, 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 third quarter
of 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
7
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 3,
2009, the Company issued 1,706,339 shares of its common stock to
Meitav. The shares were issued at a price of $0.05 per share in
exchange for the retirement of all of Ametrine’s outstanding debt to Meitav,
totaling $85,316.95.
The
issuance was deemed exempt under Regulation S and/or Section 4(2) of the
Securities Act of 1933, as amended.
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
September 30, 2009.
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.
8
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 13, 2009
|
By:/s/ Lior
Ostashinsky
|
|
Lior
Ostashinsky
President and
Treasurer
|
9