UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. __)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ 31October 15, ~~2015~~2016

Tarsier Ltd.

(Exact name of registrant as specified in its charter)

Delaware		0-54205		0-2188353
(Sate or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~475~~655 Madison ~~Park~~ Avenue ~~South~~, 303rd th Floor

New York, New York ~~10016~~10065

(Address of principal executive offices)

Registrant’s telephone number, including area code: (~~212~~646) ~~401~~880-~~6181~~8680

475 Park Avenue South, 30^th Floor

New York, New York 10016

(Former name or former address if changed since last report)

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:

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The information contained in Item 2.01, Item 2.03, and Item 3.02 is hereby incorporated by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 3130, ~~2015~~2016, Tarsier ~~Systems,~~ Ltd~~, a New York corporation (“Tarsier Systems”) and wholly-owned subsidiary of Tarsier Ltd~~., a Delaware corporation (~~the~~ “~~Company,” “~~we,” “us” or “our”), completed an the acquisition of ~~certain~~all of the ~~assets of~~outstanding ~~Demansys~~capital ~~Energy~~stock ~~Inc.,~~of ~~including a patent~~1-~~pending~~800 ~~energy~~NY ~~management~~Bulbs ~~software~~Limited, ~~platform~~a ~~that~~New ~~was~~York ~~formerly~~corporation ~~marketed under the name~~ (“~~Grid Daemon.~~Bulbs”), ~~The acquisition also included the assignment~~ pursuant to ~~us of an existing contract for the use of the software platform by~~ a ~~major~~Stock ~~N.Y.-based~~Purchase ~~industrial~~Agreement ~~client,~~dated ~~which contract generated revenues for Demansys Energy Inc. in 2015 of over $1.3 million~~ as ~~a result~~ of ~~the~~December ~~platform’s~~30, ~~performance.~~2016 ~~The acquisition was valued at $1.9 million and~~ (the ~~purchase~~“Purchase ~~price consisted of (i~~Agreement”) aamong ~~promissory~~Randall ~~note~~D. ~~in the principal amount of $450~~Satin,~~000~~ ~~that is payable over~~ a ~~six-month period, bears interest only upon~~former adirector ~~late payment at the rate~~ of 6%our ~~per~~company ~~annum~~ (~~plus an additional 15% per annum following an Event of Default~~“Satin”), asLawrence ~~defined)~~Merson (“Merson” and, ~~following a~~together ~~payment~~with ~~default by us under such note~~Satin, ~~is convertible, at~~ the ~~option~~“Sellers”) and ~~of the holder, into shares of~~ our ~~common~~company. ~~stock~~Bulbs atis a ~~30% discount to the 10~~28-~~day average closing price of our common stock immediately preceding the date of conversion~~year-old, ~~subject~~New toYork-based ~~certain limitations,~~bulb ~~and~~supply ~~(ii) 2,500,000 shares of our common stock, which shares are being held in escrow~~ and ~~will~~lighting bemaintenance ~~released~~services ~~to the seller only if we generate at least $2~~company.~~0 million of net revenues from the acquired software platform over the two-year period ending on December 31, 2017.~~

~~The~~Pursuant to ~~foregoing~~the ~~description~~Purchase Agreement, at the closing of ~~such~~the acquisition is, ~~qualified~~we inpaid ~~its~~to ~~entirety~~the bySellers ~~reference~~an aggregate of $695,000 in cash, issued to the ~~Asset~~Sellers ~~Purchase~~an ~~Agreement~~aggregate of 420,000 ~~dated~~shares ~~December~~of 1,our ~~2015~~common stock, ~~between~~par ~~Tarsier~~value ~~Systems~~$0.001 ~~and Demansys~~per ~~Energy~~share, ~~Inc.~~and deposited an additional 600,000 shares asof ~~amended~~our bycommon ~~the~~stock ~~Amendment~~in escrow to be released to the ~~Asset~~Sellers ~~Purchase~~pursuant ~~Agreement~~to, and subject to the terms of, the Escrow Agreement dated as of December 30, ~~2015~~2016 (the “Escrow Agreement”) among the Sellers, ~~between~~our ~~Tarsier~~company ~~Systems~~ and ~~Demansys~~Westerman ~~Energy~~Ball ~~LLC~~Ederer Miller Zucker & Sharfstein, ~~copies~~LLP, as escrow agent. At the closing, we also contributed $505,000 to the capital of Bulbs, of which $204,439 ~~are~~was ~~filed~~applied asby ~~Exhibits~~Bulbs ~~10.1~~at the closing to repay certain outstanding indebtedness, and 10the balance was retained by Bulbs for working capital.1( If the total liabilities of Bulbs on the closing date exceeded the total assets of Bulbs on such date, determined in accordance with generally accepted accounting principles pursuant to a) post-closing audit of the financial statements of Bulbs, the ~~respectively~~Sellers have agreed to repay to us the amount of such deficit and the costs of such audit, which amounts shall be repaid out of the shares of our common stock being held pursuant to ~~this~~the ~~Report~~Escrow Agreement with such shares being valued at $1.50 per share.

~~Item~~Pursuant to the Purchase Agreement, each of the Sellers will receive up to 100,000 shares per year of the 600,000 shares of our common stock that are held pursuant to the Escrow Agreement depending on the revenues and earnings of Bulbs each year for the three years ended December 31, 2019, with the maximum of 100,000 shares to be released if Bulbs has at least $2.035 ~~Creation~~million of revenues with a ~~Direct~~15% ~~Financial~~profit ~~Obligation~~margin orin anany ~~Obligation~~such ~~under~~year. anWith ~~Off~~respect to such shares, the Sellers may elect to have us purchase such shares from the Sellers at the time of release if the then-~~Balance~~current ~~Sheet~~market ~~Arrangement~~price of aour ~~Registrant~~common stock is less than $1.50 per share, subject to adjustment. However, our purchase obligation will be subordinate to our outstanding indebtedness to TCA Global Credit Master Fund, LP (“TCA”), pursuant to the terms of the Senior Secured Revolving Credit Facility Agreement dated as of January 29, 2016 (the “Credit Agreement”) between TCA and our company.

OnIn the ~~January~~Purchase 29Agreement, ~~2016, we~~the ~~entered~~Sellers ~~into~~have aagreed ~~Senior~~that ~~Secured~~they ~~Revolving~~will ~~Credit~~not ~~Facility~~sell ~~Agreement~~any (of the ~~“Credit~~shares ~~Agreement”)~~of ~~with~~our ~~TCA~~common ~~Global~~stock ~~Credit~~received pursuant ~~Master~~to ~~Fund,~~the LPPurchase Agreement, aincluding ~~Cayman~~any ~~Islands~~additional ~~limited~~shares ~~partnership~~released ~~(“TCA”).~~to ~~Pursuant~~them pursuant to the ~~Credit~~Escrow Agreement, ~~TCA~~except ~~agreed to lend~~pursuant ~~us up~~ to a ~~maximum~~licensed ofbroker ~~$15~~reasonably ~~million~~acceptable ~~for~~to ~~working~~us ~~capital purposes,~~ and ~~provided~~in an ~~initial credit line in the~~ amount ofon ~~$5,000,000, which~~any isday ~~subject~~not ~~to funding~~ in ~~the~~excess ~~discretion~~ of ~~TCA.~~5% Inof ~~connection with~~ the ~~closing,~~average andaily ~~initial~~volume ~~take down~~ of ~~$400,000 was funded~~ byour ~~TCA.~~common ~~Any~~stock ~~increase~~during in the ~~amount~~immediately ofpreceding ~~the~~15 ~~credit~~calendar ~~line from the initial amount up to the maximum amount is at the discretion of TCA~~days.

~~The amounts borrowed~~Concurrently ~~pursuant~~with to the ~~Credit~~closing ~~Agreement~~of ~~are evidenced by a Revolving Note (~~the ~~“Revolving~~purchase ~~Note”)~~of ~~that~~Bulbs, iswe ~~secured~~drew bydown aan ~~first priority~~aggregate ~~security~~of ~~interest~~$1,200,000 inunder ~~substantially all of~~ our ~~assets~~credit inline ~~favor~~from of TCA ~~pursuant~~under ~~to a Security Agreement dated (~~the ~~“Security~~Credit Agreement”). ~~The~~In ~~loan~~connection ~~also~~with isour ~~secured~~acquisition ~~by the pledge~~ of ~~the~~Bulbs ~~capital~~and ~~stock~~such ~~of our operating subsidiaries. The initial~~ borrowing ~~under~~, ~~the~~all ~~Revolving~~of ~~Note in~~ the ~~amount~~assets of ~~$400,000~~Bulbs ~~bears~~was ~~interest~~pledged atto ~~the~~TCA ~~rate~~pursuant to ofthe ~~11%~~Security ~~per~~Agreement ~~annum~~dated ~~and~~as isof ~~due~~January ~~and payable on July~~ 29, 2016. ~~The~~between ~~maturity date may be extended in~~ TCA’s ~~sole~~and ~~discretion~~our ~~for~~company, anand ~~additional~~all ~~two~~of ~~six-~~the ~~months~~capital ~~periods.~~stock ~~TCA~~of ~~will~~Bulbs ~~collect~~was inpledged ~~reserve~~to anTCA ~~amount~~pursuant ~~that~~to isthe ~~held~~Pledge inAgreement adated ~~lock~~as ~~box account equal to 20%~~ of ~~the~~January ~~revolving~~29, ~~loan~~2016 ~~commitment~~between onTCA ~~such~~and ~~date~~our company.

~~Upon~~In connection anwith ~~event~~our acquisition of ~~default under~~Bulbs, we agreed that, for a period of three years from the ~~Revolving~~closing ~~Note~~date, ~~TCA~~the ~~may~~board ~~convert~~of ~~all~~directors of orBulbs ~~any~~will ~~portion~~consist solely of two representatives of the ~~outstanding~~Sellers ~~principal~~(which ~~and~~initially ~~accrued~~shall ~~and~~be ~~unpaid~~the ~~interest,~~Sellers) and one representative ~~any~~of ~~other~~our ~~sums~~company, ~~due~~who ~~and~~initially ~~payable~~shall ~~under~~be ~~the~~Isaac ~~Revolving~~H. ~~Note~~Sutton, our sole officer and director. Bulbs also entered into ~~shares~~a Management Agreement dated as of ~~our~~December ~~common~~30, ~~stock~~2016 at(the “Management Agreement”) with a ~~conversion~~newly-formed ~~price~~entity ~~equal~~created by the Sellers (the “Manager”), pursuant to ~~85%~~which the Sellers, on behalf of the ~~lowest~~Manager, ~~daily~~will ~~volume~~provide ~~weighted~~certain ~~average~~management ~~price~~services ofto ~~our~~Bulbs for ~~common~~a ~~stock~~period ~~during~~of three years from the ~~five~~closing ~~trading~~date. ~~days~~In ~~immediately~~consideration ~~prior~~for such management services, Bulbs will pay to the ~~applicable~~Manager ~~conversion date~~$30,000 inper ~~each~~month. ~~case~~The ~~subject~~Management toAgreement ~~TCA~~contains ~~not~~provisions ~~being~~for ~~able~~its totermination ~~beneficially~~for ~~own~~“cause” ~~more~~and ~~than~~“good ~~4.99%~~reason”, as ofwell ~~our~~as ~~outstanding~~confidentiality ~~common~~and ~~stock~~non-compete provisions that are binding on the Manager and the Sellers, as are generally contained ~~upon~~in ~~any~~employment ~~conversion~~agreements.

~~We have the right to~~The ~~prepay~~foregoing ~~the~~description ~~Revolving~~of ~~Note,~~such inacquisition ~~whole~~is orqualified in ~~part.~~its Ifentirety weby ~~prepay~~reference to the ~~Revolving~~Purchase ~~Note~~Agreement, ~~in excess of 80% of~~ the ~~principal~~Escrow ~~then due within~~Agreement 90and ~~days prior to~~ the ~~maturity~~Management ~~date~~Agreement, copies of ~~the~~which ~~Revolving Note, we~~ are ~~obligated~~filed toas ~~pay~~Exhibits ~~TCA~~10.1, an10.2 ~~amount for liquidated damages~~ and ~~for the~~10.3, ~~costs~~respectively, ~~of being prepared~~ to ~~make~~this ~~funds available under the Credit Agreement equal to 2~~Report.~~5% of the outstanding Revolving Note Commitment.~~

AnItem ~~event~~2.03 ofCreation ~~default under the Credit Agreement includes (i) any non-payment~~ of ~~the obligations, (ii)~~ a ~~material~~Direct ~~misrepresentations~~Financial byObligation ~~us in the Credit Agreement~~ or ~~any~~an ~~related~~Obligation ~~document, (iii) a default by us of our obligations~~ under the terms of the Credit Agreement or any other related agreement, (iv) a default by us under any other obligation, (v) a bankruptcy of our company or other assignment for the benefit of creditors, (vi) a judgment against us in excess of a specified amount, (vii) the occurrence of a “Material Adverse Effect” as described in the Credit Agreement, (vii) a change of control of our company, (viii) an ~~impairment~~Off-Balance ofSheet ~~any~~Arrangement of ~~the collateral we have pledged, (ix)~~ a ~~material adverse change in our financial condition or value of the collateral, or (x) a determination by TCA that the prospect for the repayment by us of the obligation is impaired~~Registrant. ~~Upon the occurrence of an event of default under the Credit Agreement or the Revolving Note, all amounts become immediately due and payable.~~

WeOn January ~~also~~29, ~~agreed~~2016, towe ~~pay TCA~~entered ~~various~~into ~~fees~~the ~~during~~Credit ~~the~~Agreement ~~term~~with ofTCA. Pursuant to the Credit Agreement, ~~including~~TCA ~~(i)~~agreed ato ~~commitment~~lend ~~fee~~us inup ~~the~~to a ~~amount~~maximum of 2%$15 ofmillion ~~the~~for ~~amount~~working ~~drawn~~capital purposes, ~~(ii)~~ and provided an ~~advisory~~initial ~~fee~~credit line in the amount of $5,000,000 ~~(the “Advisory Fee”)~~, which is ~~payable~~subject into 24funding ~~monthly~~in ~~installments~~the discretion of ~~$125,000~~TCA. ~~starting in~~In ~~August~~connection ~~2016,~~with atthe ~~our~~closing ~~election,~~of inour ~~cash~~acquisition orof ~~through~~Bulbs, ~~the~~an ~~sale~~additional bytake down ~~TCA~~ of ~~shares~~$1,200,000 ofwas ~~our~~funded ~~common~~by ~~stock~~TCA. ~~issued~~In toconnection ~~TCA~~with ~~upon~~such ~~conversion of~~advance, awe ~~portion~~entered ofinto the ~~9,500,000~~First ~~shares~~Amendment ofto ~~our~~Credit ~~Series~~Agreement dated Aeffective ~~Preferred~~as ~~Stock,~~of ~~$0.001~~December ~~par~~30, ~~value~~2016 ~~per share~~ (the “~~Series~~Credit ~~A Preferred Stock~~Amendment”), wepursuant ~~issued~~ to ~~TCA~~which ~~under~~we amended the Credit Agreement, to ~~with~~extend athe ~~balloon~~term ~~balance~~of ~~due~~the atour revolving loan under the ~~end~~Credit Agreement to the earlier of ~~such~~(i) ~~24-month~~August ~~period~~30, 2018 and (~~iii~~ii) ~~collection~~the ~~fees,~~date of ~~asset~~our ~~monitoring~~prepayment ~~and~~of ~~due~~all ~~diligence~~amounts ~~fees.~~owed Weby ~~paid~~us ~~TCA~~under the Credit Agreement or (ii) the occurrence of an ~~aggregate~~Event of ~~$51,700~~Default (as defined in ~~cash~~the ~~fees,~~Credit ~~expenses~~Agreement) and ~~closing~~ ~~costs~~the inacceleration ~~connection~~by ~~with~~TCA ~~the~~of ~~initial~~all ~~closing~~obligations under the Credit Agreement and ~~netted~~related ~~$348,300~~security agreements. inIn ~~connection~~consideration ~~with~~of such ~~closing. We~~advance ~~also~~and ~~provided~~amendments, we paid to TCA ~~with~~a transaction advisory fee and certain ~~make-whole~~other ~~rights~~fees in ~~with~~the ~~regard~~aggregate toamount ~~our~~of ~~common~~approximately ~~stock~~$31,000 ~~used~~and asincreased ~~fees~~the orAdvisory ~~issued~~Fee ~~upon~~payable ~~conversion~~to ofTCA under the Credit Agreement from ~~Revolving~~$5 ~~Note~~million to $6 million, which fee shall be payable in the manner set forth in the Credit Agreement.

The foregoing ~~descriptions~~ description of the Credit ~~Agreement,~~Amendment ~~Revolving~~is ~~Note, Security Agreement and the pledge agreement are~~ qualified in ~~their~~its entirety by reference to ~~these~~that ~~agreements~~agreement, ~~copies~~a copy of which ~~are~~ is filed as ~~Exhibits~~Exhibit 10.4, ~~10.5, 10.6 and 10.7, respectively,~~ to this Report.

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosure under Item 2.03 of this Report. Under the terms of the ~~Credit~~Purchase Agreement, ~~and~~we inissued ~~connection~~to ~~with~~ the ~~Advisory~~Sellers ~~Fee~~an aggregate of 420,000 weshares of our common stock, and agreed to issue to ~~TCA~~the 9Sellers up to 600,~~500,~~000 additional shares of ~~the~~our ~~Series~~common ~~A Preferred Stock~~ stock, in accordance with the terms and conditions set forth in the ~~Credit~~Purchase Agreement. The issuance of the shares of ~~Series~~our Acommon ~~Preferred Stock~~ stock was made in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The Series A Preferred Stock ranks senior to all classes or series of our capital stock except for those classes or series, if any, which specifically provide that such class or series will rank senior in preference or priority to the Series A Preferred Stock. Holders of shares of the Series A Preferred Stock are not entitled to vote on any matter unless and until the Series A Preferred Stock has been converted into shares of our common stock. Each share of the Series A Preferred Stock may be converted into our common stock at a conversion rate equal to one divided by the average of the volume weighted average price of our common stock for the five business days immediately prior to the date that a conversion notice is provided to our company. Any fractional shares of our common stock that result from a conversion of the Series A Preferred Stock shall be rounded up to the next whole share.

The foregoing description of the Series A Preferred Stock is qualified in its entirety by reference to the Certificate of Designation (the “Series A Preferred Certificate of Designation”) filed with the Secretary of State of the State of Delaware, a copy of which is filed as Exhibit 4.1 to this Report.

Item 3.03 Material Modification to Rights of Security Holders.

See the disclosure under Item 2.03 of this Report. We filed the Series A Preferred Certificate of Designation with the Secretary of State of the State of Delaware on February 29, 2016, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October ~~February 1~~15, 2016, DrRandall D. ~~YunZhong~~ WuSatin resigned his position as a director of our company due to personal reasons. ~~Dr.~~Such ~~Wu’s~~ resignation was not due to any disagreement with our company on any matter related to our operations, policies or practices. Our board of directors has appointed Mrs. Yan Sun as Dr. Wu’s replacement on our board of directors, effective as of February 1, 2016. Mrs. Sun, 46, is the Chief Financial Officer of Dalian Tongfa Material Co Ltd., a Chinese manufacturing company, at which company she has been employed for more than the past ten years.

Mrs. Sun was appointed to our board of directors pursuant to the terms of the Shareholders Agreement dated as of June 12, 2015 (the “Shareholders’ Agreement”) among Shudang Pan, Xinmei Li, Kuanlian Peng, Hao Wang, Jianxin Li, Shurong Li and Sutton Global Associates Inc., a company that is controlled by Mr. Isaac Sutton, our President and Chief Executive Officer and a member of our board of directors, all of which are stockholders of our company, pursuant to which such stockholders agreed, among other matters, to elect two persons to our board as representatives of such stockholders during the two-year period ending on June 11, 2017, which persons were initially Dr. YunZhong Wu and Ms. Yile Lisa Pan. Other than the requirements of the Shareholder’s Agreement, as described above, there are no arrangements or understandings between either of Mrs. Yan Sun and any other person or persons pursuant to which Mrs. Yan Sun was selected as a director of our company.

Item 9.01		Financial Statements and Exhibits.

(a)		Financial Statements of Business Acquired.

		To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)		Pro Forma Financial Information.

		To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d)		Exhibits.

Item 9.01 Financial Statements and Exhibits.

10.1	Stock Purchase Agreement dated December 30, 2016 among Tarsier Ltd., Randall D. Satin and Lawrence Merson.

10.2	Escrow Agreement dated as of December 30, 2016 among Randall D. Satin, Lawrence Merson and Westerman Ball Ederer Miller Zucker & Sharfstein LLP, as Escrow Agent.

10.3	Management Agreement dated as of December 30, 2016 between 1-800 NY Bulbs Limited and NY Bulbs Management LLC.

10.4	First Amendment to Credit Agreement dated effective as of December 30, 2016, among Tarsier Ltd., Tarsier Systems Ltd. and TCA Global Credit Master Fund, LP.

(a) Financial Statements of Business Acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

4.1	Certificate of Designation relating to the Series A Preferred Stock of Tarsier Ltd.
10.1	Asset Purchase Agreement dated December 1, 2015 between Tarsier Systems, Ltd. and Demansys Energy, Inc.
10.1(a)	Amendment to the Asset Purchase Agreement, dated December 30, 2015 between Tarsier Systems, Ltd. and Demansys Energy, Inc.
10.2	Escrow Agreement dated as of December 30, 2015 among Tarsier, Ltd., Tarsier Systems, Ltd.,
	Demansys Energy, Inc. and Westerman Ball Ederer Miller Zucker & Sharfstein LLP, as Escrow Agent.
10.3	Convertible Promissory Note dated December 31, 2015 of Tarsier, Ltd. in the principal amount of $450,000.
10.4	Senior Secured Revolving Credit Facility Agreement dated January 29, 2016, by and between Tarsier Ltd. and TCA Global Credit Master Fund, LP.
10.5	Revolving Note dated January 29, 2015 of Tarsier Ltd. in the principal amount of $5,000,000 issued to TCA Global Credit Master Fund, LP.
10.6	Security Agreement effective as of January 29, 2016 between Tarsier Ltd. and TCA Global Credit Master Fund, LP.
10.6(a)	Security Agreement effective as of January 29, 2016 between Tarsier Systems Ltd. and TCA Global Credit Master Fund, LP.
10.7	Pledge and Escrow Agreement effective as of January 29, 2016 between Tarsier Ltd. and TCA Global Credit Master Fund, LP., with the joinder of David Kahan, P.A., as escrow agent..

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tarsier Ltd.
Date: March 3, 2016	By:	/s/ Isaac H. Sutton
Date: January 11, 2017	By:	/s/ Isaac H. Sutton
		Isaac H. Sutton
		Chief Executive Officer

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