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EX-10.1 - EX-10.1 - Encompass Energy Services, Inc. | v199537_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
October
20, 2010 (September 21, 2010)
Ametrine
Capital, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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814-00776
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74-3252949
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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340 West Superior Street, Unit 1601, Chicago, Illinois
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60610
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(Address of principal executive offices)
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(Zip Code)
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(312)
205-9101
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES
As reported in the registrant’s
Schedule 14C filed on October 13, 2010, on September 21, 2010, the registrant
issued to Meitav Underwriting Ltd. (“Meitav”) 1,704,760
shares of its common stock upon conversion of its outstanding debt of $85,238 to
Meitav at a conversion price of $0.05 per share. As a result of this conversion,
Meitav, the registrant’s principal shareholder, currently owns 4,026,559 shares
or 92% of the registrant’s outstanding shares of common stock. Meitav has been
funding the registrant’s operations since its inception in the form of an
interest-free loan. Over time, this debt to Meitav resulted in the
registrant falling out of compliance with Section 61(a) of the Investment
Company Act of 1940, which requires that a Business Development Company maintain
asset coverage of at least 200% for any senior securities, including its
debt. The registrant has no other material liabilities after this
conversion, and is now in compliance with the asset coverage requirement under
Section 61(a) of the Investment Company Act of 1940.
A copy of the debt conversion
agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits:
10.1
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Debt
Conversion Agreement dated September 21,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMETRINE
CAPITAL, INC.
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(registrant)
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By: /s/ Lior Ostashinsky
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Date:
October 20, 2010
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Lior
Ostashinsky
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Chief
Executive Officer
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