Digital Locations, Inc. - Annual Report: 2008 (Form 10-K)

form10k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

	T	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008


	o	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-144931

CARBON SCIENCES INC.

(Name of registrant in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

20-5451302

(I.R.S. Employer Identification No.)

5511C Ekwill Street, Santa Barbara, CA 93111

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (805) 456-7000

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	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 o No x

The aggregate market value of the common stock held by non-affiliates of the registrant, based upon the last sale price of the common stock reported on the OTC-Bulletin Board on June 30, 2008 was $28,000,000.

The number of shares of registrant’s common stock outstanding, as of March 30, 2009 was 148,342,000.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS [TO BE REVISED]

	Page
PART I
Item 1. Business	1
Item 1A. Risk Factors	3
Item 2. Properties	8
Item 3. Legal Proceedings	8
Item 4. Submission of Matters to a Vote of Security Holders	8

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6. Selected Financial Data	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 8. Financial Statements and Supplementary Data	13
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A(T). Controls and Procedures	14
Item 9B. Other Information	14

PART III
Item 10. Directors, Executive Officers and Corporate Governance;	14
Item 11. Executive Compensation	16
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13. Certain Relationship and Related Transactions, and Director Independence	18
Item 14. Principal Accounting Fees and Services	18
Item 15. Exhibits	19

SIGNATURES	20

iii

PART I

ITEM 1. BUSINESS.

INTRODUCTION

Carbon Sciences, Inc. (“Carbon Sciences”, the “Company”, “we”, “us”, or “our”) is developing a technology to convert the greenhouse gas, carbon dioxide (CO2), into gasoline and other fuels.

The fuels we use today, such as gasoline and jet fuel, are made up of chains of hydrogen and carbon atoms called hydrocarbons. In general, the greater the number of carbon atoms there are in a hydrocarbon molecule, the greater the energy content of that fuel. For example, gasoline has hydrocarbons with 7 to 10 carbon atoms and jet fuel has 10 to 16 carbon atoms. Hydrocarbons are naturally occurring in fuel sources such as petroleum and natural gas. To create fuel, hydrogen and carbon atoms must be bonded together to create hydrocarbon molecules.

Our CO2-to-Fuel technology directly transforms CO2 and H20 (water) into low level hydrocarbons. These low level hydrocarbons can then be used to produce high level fuels, such as gasoline and jet fuel with readily available technology. The key to the CO2-to-Fuel technology lies in a proprietary biocatalytic process. Instead of using expensive inorganic catalysts, such as zinc, gold or zeolite, with traditional high energy catalytic chemical processes, the process uses inexpensive, renewable biocatalysts to catalyze certain reactions required to transform CO2 into basic hydrocarbon building blocks. Of greatest significance, the process occurs at low temperature and low pressure, thereby requiring far less energy than other approaches.

Our corporate mission is to enable a sustainable world of fuel consumption and climate stability by transforming CO2 into fuel. When commercially developed, our CO2-to-Fuel technology can be used to transform CO2 emitted from fossil fuel power plants into gasoline, to power our cars.

We were incorporated in the State of Nevada on August 25, 2006, as Zingerang, Inc. Our name was changed to Carbon Sciences, Inc. on April 9, 2007. Our principal executive offices are located at 5511C Ekwill Street, Santa Barbara, California 93111, and our telephone number is (805) 456-7000. Our fiscal year end is December 31.

Industry Overview

With global population projected to increase from 6.5 billion in 2006 to 8.5 billion by 2030, the Energy Information Administration projected that worldwide energy consumption will increase by 50% in the same period. This increase translates to a requirement of over 112 million barrels of crude oil per day, up from the current 90 million barrels per day. The biggest use of crude oil is in the production of liquid fuels for the transportation sector that consumes over 100 million gallons of fuel per hour. (Source: Energy Information Administration - International Energy Outlook 2008).

Liquid fuels, such as gasoline, are expected to remain the world's most dominant fuel because of their importance in the transportation and industrial sector and because there are few alternatives. The transportation sector alone accounts for 74% of the total projected increase from 2005 to 2030, with the industrial sector accounting for the remainder. This increase in demand is largely the result of the rapid modernization of developing countries, such as China and India, which account for more than 85% of the projected increase. Management believes this increasing demand is likely to sustain high world oil prices for a long period of time. (Source: Energy Information Administration - International Energy Outlook 2008).

The continual use of fossil fuels creates two very important problems with profound implications on humanity. First, carbon dioxide (CO2) emissions from the use of fossil fuels have been scientifically accepted as the cause of global warming and climate change. The Energy Information Administration projected that annual CO2 emissions will increase from 28 billion metric tons in 2005 to 34 billion metric tons in 2015 and over 42 billion metric tons in 2030. The largest and most concentrated source of CO2 emissions is the growing use of coal-powered electricity generation, especially in developing countries where coal is abundant and inexpensive. Second, fossil fuels are non-renewable resources because they take millions of years to form. Management believes that at some point in the future, there will not be enough supply and production capacity to meet the oil demands of the world. Based on historic growth trends, crude oil production is projected to peak in 2037 at a volume of 53 billion barrels per year.

We believe that transforming CO2, a major byproduct of fossil fuel usage and industrialization, back into a fuel, can enable a sustainable world of energy consumption and growth.

Research and Development

We have retained a number of scientific advisors and technical consultants to help us develop and commercialize our CO2-to-Fuel technology and system. We have purchased and developed research apparatus which enables us to refine our methodology and demonstrate our technology. We plan to develop a mini-pilot plant that will be a significant step in the production of a commercially viable CO2-to-Fuel system.

Marketing Strategy

Once we have completed our product development, we intend to create a favorable market environment to license our CO2-to-Fuel technology. We intend to enhance, promote and support the entry of our technology system into the marketplace. Our goal is to position our CO2-to-Fuel technology as a commercially viable method of producing liquid fuel from CO2.

Our marketing communications strategy will include media and analyst communication, blogs, and selected trade show attendance. We will be using appropriate opportunities to place our brand in general and industry specific publications, using press releases, white papers and authored articles and Internet publications.

Backlog of Orders

There are currently no orders for sales at this time.

Government Contracts

There are no government contracts at this time.

Compliance with Environmental Laws and Regulations

Our operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control. To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional regulations or legislation could have on our activities.

Manufacturing and Distribution

We currently do not have any mechanism for the manufacture and distribution of products using our CO2-to-Fuel technology, nor do we have adequate financing to undertake these efforts on our own. We intend to outsource manufacturing and distribution efforts to existing manufacturing and distributions firms in the development of our pilot systems. We currently intend to only license our technology when it has demonstrated commercial viability.

Intellectual Property

We are currently in the process of filing an initial patent application with the U.S. Patent and Trademark Office to protect the intellectual property rights for our CO2-to-Fuel technology. We filed a patent application on February 18, 2009 for our CO2-to-Fuel technology “Carbon dioxide to Methanol” 61/153.290. We anticipate filing a number of additional patent applications related to our CO2-to-Fuel technology.

We have also filed a patent application to protect the intellectual property rights for our CO2 to carbonate transformation technology, “Fine Particle Carbon Dioxide Transformation and Sequestration”.

Competition

The market for liquid fuel is large as well as the number of competitors providing technology to the fuel industry. For example, companies that offer fuel production technologies include UOP, Chevron, Shell, BP and Exxon. However, we are not aware of any company marketing a commercially viable technology to transform CO2 directly into usable liquid fuel. As a technology provider, we see ourselves more of a partner, than a competitor, to the fuel technology companies.

The closest competitors we can identify are biofuel technology providers where plants such as corn, sugarcane, switchgrass and algae are grown for their oil contents and biomass as feedstocks for fuel production. These technology providers and the biofuel industry in general are very much in their infancy. We are not aware of any commercially viable and globally scalable renewable fuel technology. First generation biofuel such as corn and sugarcane ethanol have significant social issues because they use up valuable farm land and drive up the price of food worldwide.

Unlike plant based biofuels where CO2 is sequestered into complex energy molecules, which are then broken down into fuel equivalent hydrocarbons, our CO2-to-Fuel technology transforms CO2 directly into fuel equivalent hydrocarbons.

Technology Development Partners

We may enter into technology development partnerships with other companies.

EMPLOYEES

As of March 30, 2009 we had 3 employees. We have not experienced any work stoppages and we consider relations with our employees to be good.

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

OUR LIMITED OPERATING HISTORY DOES NOT AFFORD INVESTORS A SUFFICIENT HISTORY ON WHICH TO BASE AN INVESTMENT DECISION.

We were formed in August 2006 and are currently developing a new technology that has not yet gained market acceptance. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

	·	competition;
	·	need for acceptance of products;

	·	ability to continue to develop and extend brand identity;
	·	ability to anticipate and adapt to a competitive market;

	·	ability to effectively manage rapidly expanding operations;
	·	amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and

dependence upon key personnel.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

WE MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY.

We may not be able to expand our product and service offerings, our client base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES AND MAY REQUIRE US TO CURTAIL OR CEASE OPERATIONS.

We are currently developing our technology and a commercial product. We have not generated any revenues and we are unable to project when we will achieve profitability, if at all. As is the case with any new technology, we expect the development process to continue. We cannot assure that our engineering resources will be able to develop the product fast enough to meet market requirements. There can also be no assurance that our product will gain market acceptance and that we will be able to successfully commercialize the technologies. The failure to successfully develop and commercialize the technologies would result in continued losses and may require us to curtail or cease operations.

OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.

We believe that virtually all of our revenues will come from the sale or license of our products and services. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE, AND ONLY MAINTAIN MODEST LIABILITY AND PROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.

We cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse affect on our results of operations.

IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our management, including Mr. Derek McLeish, who has been critical to the development of our technology and business. The loss of the services of Mr. McLeish could have a material adverse effect on our operations. We do not have an employment agreement with Mr. McLeish. Accordingly, there can be no assurance that he will remain associated with us. His efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose Mr. McLeish, or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT AND RESULT IN A MATERIAL ADVERSE EFFECT CAUSING OUR BUSINESS TO SUFFER.

We may rely on strategic relationships with technology development partners to provide technology and operating systems. A loss of these relationships for any reason could cause us to experience difficulties in completing the development of our product and implementing our business strategy. There can be no assurance that we could establish other relationships of adequate expertise in a timely manner or at all.

OUR PATENT APPLICATION FOR OUR TECHNOLOGY IS PENDING AND THERE IS NO ASSURANCE THAT THIS APPLICATION WILL BE GRANTED. FAILURE TO OBTAIN THE PATENT FOR OUR APPLICATION COULD PREVENT US FROM SECURING ROYALTY PAYMENTS IN THE FUTURE, IF APPROPRIATE.

We have filed a patents to protect our intellectual property rights. To date our patent applications have not been granted. We cannot be certain that this patent will be granted nor can we be certain that other companies have not filed for patent protection for this technology before us. Even if we are granted patent protection for our technology, there is no assurance that we will be in a position to enforce our patent rights. Failure to be granted patent protection for our technology could result in greater competition or in limited royalty payments. This could result in inadequate revenue and cause us to cease operations.

OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.

While we are not aware of any direct competitors offering commercially viable products to convert CO2-to Fuel. Our potential customers may choose to buy or build their own systems instead of purchasing our technology. Furthermore, our competitors may combine with each other, and other companies may enter our markets by acquiring or entering into strategic relationships with our competitors. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the abilities of their products to address the needs of our prospective customers.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition and larger customer bases than we do. Our present or future competitors may be able to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we do. Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may harm our business.

OUR BUSINESS IS DEPENDENT ON GOVERNMENT AND INTERNATIONAL REGULATIONS

We believe that greenhouse gases, such as carbon dioxide, contribute to global warming and climate change. New laws and regulations are currently being drawn up that may affect our industry and the industry of our customers. There is no assurance that new governmental regulations will be favorable to our business model and business plan.. The increasing use of alternative energy technology such as solar power, nuclear power, wind power, fuel cells and other energy sources that do not emit greenhouses gases will limit the market for our technology.

WE ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

Our directors, executive officers and principal stockholders and their affiliates beneficially own approximately 34.2% of outstanding shares of common stock. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to control the election of our Board of Directors and the outcome of issues submitted to our stockholders.

RISKS RELATING TO OUR COMMON STOCK

BECAUSE THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT PRICE SWINGS.

There is a very limited market for our common stock. Since trading commenced in September 2007, there has been little activity in our common stock and on some days there is no trading in our common stock. Because of the limited market for our common stock, the purchase or sale of a relatively small number of shares may have an exaggerated effect on the market price for our common stock. We cannot assure stockholders that they will be able to sell common stock or, that if they are able to sell their shares, that they will be able to sell the shares in any significant quantity at the quoted price.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the Over-The-Counter Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·	that a broker or dealer approve a person's account for transactions in penny stocks; and

·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·	obtain financial information and investment experience objectives of the person; and

·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·	sets forth the basis on which the broker or dealer made the suitability determination; and

·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

ITEM 2. PROPERTIES.

Our principal office is located at 5511C Ekwill Street, Santa Barbara, California 93111. We lease approximately 2,800 square feet, with an annual cost of $50,400. The term of the lease is for one year and expires July 15, 2009.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

On September 28, 2007, our common stock became eligible for quotation on the NASD's OTC Bulletin Board under the symbol "CABN.OB."

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These high and low bid prices represent prices quoted by broker-dealers on the OTC Bulletin Board. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

	Fiscal 2008				Fiscal 2007
Quarter Ended	High		Low		High *		Low*
March 31	$	0.39	$	0.24		N/A		N/A
June 30		0.35		0.15		N/A		N/A
September 30		0.35		0.08	$	0.22	$	0.20
December 31		0.30		0.15	$	0.36	$	0.15

*Our common stock became eligible for quotation on the NASD's OTC Bulletin Board on September 28, 2007.

Common Stock

Our Articles of Incorporation, as amended, authorize the issuance of 500,000,000 shares of common stock, $.001 par value per share. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefor. In the event of a liquidation, dissolution, or winding up of our company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.

As of March 30, 2009, our common stock was held by 103 stockholders of record and we had 148,342,000 shares of common stock issued and outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors. The transfer agent of our common stock is Computershare Investor Services, 250 Royall Street Canton, MA 02021.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Equity Compensation Plan Information

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance as from inception (April 24, 2006) through December 31, 2008.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-		-0-		-0-

Equity compensation plans not approved by security holders		-0-		-0-		-0-

Total		-0-		-0-		-0-

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Some of the information in this report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

·	discuss our future expectations;

·	contain projections of our future results of operations or of our financial condition; and

·	state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this report. See "Risk Factors."

OVERVIEW

Carbon Sciences is developing a technology to convert the greenhouse gas, carbon dioxide (CO2), into gasoline and other fuels.

The fuels we use today, such as gasoline and jet fuel, are made up of chains of hydrogen and carbon atoms aptly called hydrocarbons. In general, the greater the number of carbon atoms there are in a hydrocarbon molecule, the greater the energy content of that fuel. For example, gasoline has hydrocarbons with 7 to 10 carbon atoms and jet fuel has 10 to 16 carbon atoms. Hydrocarbons are naturally occurring in fuel sources such as petroleum and natural gas. To create fuel, hydrogen and carbon atoms must be bonded together to create hydrocarbon molecules.

Our CO2-to-Fuel technology directly transforms CO2 and H20 (water) into low level hydrocarbons. These low level hydrocarbons can then be easily used to produce high level fuels, such as gasoline and jet fuel with readily available technology. The key to our CO2-to-Fuel technology lies in a proprietary multi-step biocatalytic process. Instead of using expensive inorganic catalysts, such as zinc, gold or zeolite, with traditional high energy catalytic chemical processes, our process uses inexpensive, renewable biomolecules to catalyze certain chemical reactions required to transform CO2 into basic hydrocarbon building blocks. Of greatest significance, our process occurs at low temperature and low pressure, thereby requiring far less energy than other approaches.

The energy efficient biocatalytic processes we are exploiting in our technology actually occur in all living organisms where carbon atoms, extracted from CO2, and hydrogen atoms, extracted from H2O, are combined to create hydrocarbon molecules. Our breakthrough technology allows these processes to operate on a very large industrial scale through advance nano-engineering of the biocatalysts and highly efficient process design.

Corporate Overview

We were incorporated in the State of Nevada on August 25, 2006, as Zingerang, Inc. Our name was changed to Carbon Sciences, Inc. on April 9, 2007. Our principal executive offices are located at 5511 C, Santa Barbara, California 93111, and our telephone number is (805) 456-7000. Our fiscal year end is December 31.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Revenue Recognition

Revenue on product sales is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from the customer, the selling price is fixed, title to the goods has changed and there is a reasonable assurance of collection of the sales proceeds. We obtain written purchase authorizations from our customers for a specified amount of product at a specified price and consider delivery to have occurred at the time of shipment. Revenue is recognized at shipment and we record a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. We defer revenue on products sold directly to the consumer with a fifteen day right of return. Revenue is recognized upon the expiration of the right of return.

Revenues from research and development activities relating to firm fixed-price contracts are generally recognized on the percentage-of-completion method of accounting as costs are incurred (cost-to-cost basis). Revenues from research and development activities relating to cost-plus-fee contracts include costs incurred plus a portion of estimated fees or profits based on the relationship of costs incurred to total estimated costs. Contract costs include all direct material and labor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates. These rates are subject to audit by the other party.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

The Company's cash, cash equivalents, investments, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued two FASB Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. Neither of these affected the Company as it does not participate in the related activities.

In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections.” This new standard replaces APB Opinion No. 20, “Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,” and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. The Company has evaluated the impact of the adoption of Statement 154 and does not believe the impact will be significant to the Company's overall results of operations or financial position.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31, 2007

SELLING & MARKETING EXPENSES

Selling & Marketing Expenses ("S&M") expenses decreased by $95,829 or 15.01% to $542,510 for the year ended December 31, 2008, compared to the prior year. This decrease in S&M expenses was the result of a decrease in marketing and consulting fees.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative ("G&A") expenses increased by $14,319 or 7.90% to $195,636 for the year ended December 31, 2008, compared to the prior year. This increase in G&A expenses was the result of an increase in professional fees.

RESEARCH AND DEVELOPMENT

Research and Development ("R&D") costs increased by $232,243 or 328.57% to $302,926 for the year ended December 31, 2008 compared to the prior year. This increase in R&D costs was the result of an increase in testing of product alternatives, and construction of a prototype,

NET LOSS

Net Loss increased by $(163,042) or (18.56)%, to $(1,041,721) for the year ended December 31, 2008, compared to the prior year. This increase in Net Loss was the result of an increase in G&A expenses and R&D. Currently the Company is in its development stage and had no revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, we had a (77,946) working deficit as compared to working capital of $942,782 as of December 31, 2007. This decrease of $1,020,728 was due primarily to use of funds for operating expenses.

During the year ended December 31, 2008, the Company used $838,080 of cash for operating activities, as compared to $872,747 for the year ended December 31, 2007. The decrease in the use of cash for operating activities was a result of a decrease in selling and marketing expenses.

Cash provided by investing activities was $761,833 for the year ended December 31, 2008 as compared to cash used of $882,356 for the year ended December 31, 2007. The net cash provided by investing activities was primarily due to a reduction of certificates of deposit.

Cash provided from financing activities during the year ended December 31, 2008 was $112,000 as compared to $1,689,500 for the year ended December 31, 2007. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and had no revenues.

Our financial statements as of December 31, 2008 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated April 13, 2009 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in developing a technology to convert the greenhouse gas, carbon dioxide (CO2), into a useful form that will not contribute to global warming. We plan to develop our products and thereafter focus our efforts on establishing markets in the power plants and industrial factories sectors by 2010.

Our plan of operation within the next twelve months is to utilize our cash balances to continue research and development of our CO2-to-Fuel technology. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next twelve months. Management estimates that it will require additional cash resources during 2009, based upon its current operating plan and condition. We will be investigating additional financing alternatives, including equity and/or debt financing. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds during the next twelve months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease, the development of our products.

ITEM 8. FINANCIAL STATEMENTS.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A(T). CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2008, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of December 31, 2008, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls. During the three months ended December 31, 2008, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2008, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth information about our executive officers, key employees and directors:

Name	Age	Position
Derek McLeish	61	Chairman, Chief Executive Officer and Acting Chief Financial Officer
Byron Elton	55	President, Chief Operating Officer and Director
Naveed Aslam	38	Chief Technology Officer
Michael Stone	55	Director

Directors serve until the next annual meeting and until their successors are elected and qualified. The Directors of our company are elected by the vote of a majority in interest of the holders of the voting stock of our company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Our directors currently do not receive monetary compensation for their service on the Board of Directors.

Officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.

The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors, followed by our key employees, are as follows:

Derek McLeish - Chief Executive Officer, Acting Chief Financial Officer and Chairman of the Board. Mr. McLeish has over 30 years of domestic and international corporate management, marketing and sales experience in the areas of technology, and software. Prior to founding Carbon Sciences, Mr. McLeish was the President and CEO of Digital Interactive System Corporation, Inc., a digital distribution company, from 2004 to 2005. From 2003 to 2004, Mr. McLeish served as the President and CEO of Broadband Group, a consulting company. Prior to that, he was the Chief Operating Officer of NetCatalyst, Inc., a technology incubator company, from 2000 to 2002. In his career as senior executive of companies, such as DISCover, Hasbro/MicroProse, The Gillette Company, Atari, Panavision and Activision, Mr. McLeish was responsible for driving innovative strategic direction and successfully creating stockholder value by developing new markets and lines of business. At The Gillette Company, Mr. McLeish managed a large manufacturing plant producing billions of high value parts per year. At Panavision, Mr. McLeish was responsible for worldwide manufacturing. He served on the Board of Directors of Amaze, the largest independent interactive game developer in North America. Mr. McLeish undertook his MBA studies at Pepperdine University and received his BS from the California State University at Long Beach.

Byron Elton—President, Chief Operating Officer and Director. Mr. Elton has been President and Chief Operating Officer of the Company since January 5, 2009 and a director of the Company since March 16, 2009. Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies and building top-flight marketing organizations. He previously served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California in 1995 to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television Network from 1995 to 1999.

Dr. Naveed Aslam—Chief Technology Officer. Mr. Aslam has been Chief Technology Officer of the Company since January 7, 2009. Dr. Aslam is an accomplished scientist and molecular systems expert with over 14 years of industry and research experience. He was recently recognized by the U.S. Citizenship and Immigration Service as an alien of extraordinary ability, and was awarded an O-1 employment visa. Dr. Aslam has authored over ten cutting-edge publications on chemical engineering, biochemical engineering and biomedical technologies. His most notable contributions to the scientific community are: (1) the development of the world's first computer aided process engineering (CAPE) design tool for using supercritical fluids to develop next generation chemical and petroleum processes that are cost effective and environment friendly; and (2) the development of the world's first non-linear computational tool for modeling biological processes related to inflammation and memory loss for the development of drugs against cancer and Alzheimer's disease.

Dr. Aslam has served as a technology advisor to Carbon Sciences since 2008 and is the inventor of the Company's breakthrough CO2-to-Fuel technology. During the early part of his career, Dr. Aslam was a senior process engineer for Saudi Basic Industries Corporation (SABIC), Riyadh, Saudi Arabia. At SABIC, his duties included responsibility for all aspects of process engineering during the preliminary and detailed design phases of 125,000 tons per year ethylene manufacturing plant. From January 2004 through August 2005 Dr. Aslam was a Research Associate and Instructor at the University of South Florida, Department of Chemical Engineering. From September 2005 through January 2006, Dr Aslam served as a Post Doctoral Fellow at Florida State University School of Computer and Science, Tallahassee. Also from January 2001 through December 2008, Dr. Aslam served as Post Doctoral Fellow at the University of Texas.

Michael Stone - Director. Mr. Stone is currently an independent management consultant. From 1999 to 2004, he was the co-founder and Chief Financial Officer of CardioNow, a medical imaging software company. Over the years, Mr. Stone has provided consulting services in strategy, marketing, litigation support and business development to many technology companies including Symantec, Microsoft, Earthlink, Avery Dennison, Creative Labs and Toshiba. In his over 25 years of experience he has served as a McKinsey and Company consultant, product marketing director at Ashton-Tate, VP Marketing at Citrix Systems and Quarterdeck Software. He has also served on the Advisory Board and Board of Directors for Persistence Software, IntelliQuest and iTaggit. Mr. Stone received his MBA and BBA from the University of Texas at Austin.

COMMITTEES OF THE BOARD

We currently have no audit committee, compensation committee, nominations and governance committee of our board of directors.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director or any member of these individuals' immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and directors.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. The text of the Code of Ethics has been posted on Carbon Science’s Internet website and can be viewed at www.carbonscience.com. A copy of the Code of Ethics has also been filed as an exhibit to our Annual Report for the year ending December 31, 2007, filed with the SEC on March 26, 2008, and incorporated herein by reference. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and President and Chief Operating Officer and each of our other officers whose compensation exceeded $100,000 for each of the Company’s last two completed fiscal years.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Derek W. McLeish CEO and Acting	2008	$	180,000		-		-		-		-		-		-	$	180,000
CFO	2007	$	175,000		-		-		-		-		-		-	$	175,000

Outstanding Equity Awards at Fiscal Year-End Table.

The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers at December 31, 2008.

Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Derek W. McLeish CEO and Acting CFO		-0-	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-

Director Compensation

The following table sets forth with respect to our directors, compensation information inclusive of equity awards and payments made for the fiscal year ended December 31, 2008.

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)	Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)		All Other Compensation ($) (g)	Total ($) (h)
Derek McLeish		-0-	-0-		-0-	-0-		-0-	-0-		-0-
Michael Stone		-0-	-0-		-0-	-0-		-0-	-0-		-0-
Daniel Elenbaas *		-0-	-0-		-0-	-0-		-0-	-0-		-0-

* Mr. Elenbaas resigned as a director of the Company on March 16, 2009.

EMPLOYMENT AGREEMENTS

We currently have no employment agreements with our executive officers.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 30, 2009, the number of and percent of our common stock beneficially owned by:

·	all directors and nominees, naming them,

·	our executive officers,

·	our directors and executive officers as a group, without naming them, and

·	persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March __, 2009 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March __, 2009 have been exercised and converted.

Title of Class	Name of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Total (1)
Common Stock	Derek McLeish		49,750,000		33.6%
Common Stock	Richard Travis Beifuss		10,015,000		6.8%
Common Stock	Michael Stone		1,000,000		.7%
Common Stock	Byron Elton		0		--
Common Stock	Naveed Aslam		1,000,000		.7%
Common Stock	All Executive Officers and Directors as a Group (4 persons )		51,750,000		35.0%

*Less than one percent.

(i) Based upon 148,342,000 shares issued and outstanding as of March 30, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

There were no material related party transactions which we entered into during the year ended December 31, 2008.

Director Independence

Mr. Stone is independent as that term is defined under the Nasdaq Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billable to us by HJ Associates & Consultants, LLP during 2008 and 2007 for the audits of our annual financial statements for the fiscal year totaled approximately $28,909 and $27,803, respectively.

Audit-Related Fees

We incurred assurance and audit-related fees during 2008 and 2007 of $0 and $0 respectively, to HJ Associates & Consultants, LLP in connection with the audit of the financial statements of the Company for the years ended December 31, 2008 and December 31, 2007, for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

Tax Fees

We incurred fees of $0 and $0 billed to us by HJ Associates & Consultants, LLP for services rendered to us for tax compliance, tax advice, or tax planning for the fiscal year ended December 31, 2008 and December 31, 2007, respectively.

All Other Fees

There were no fees billed to us by HJ Associates & Consultants, LLP for services rendered to us during the last two fiscal years, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

As of the date of this filing, our current policy is to not engage HJ Associates & Consultants, LLP to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage HJ Associates & Consultants, LLP to provide audit, tax, and other assurance services, such as review of SEC reports or filings.

ITEM 15. EXHIBITS.

Exhibit No.	Description

3.1	Articles of Incorporation of Carbon Sciences, Inc. filed with the Nevada Secretary of State on August 25, 2007. (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

3.2	Articles of Amendment of Articles of Incorporation of Carbon Sciences, Inc. filed with the Nevada Secretary of State on April 9, 2007 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

3.3	Bylaws of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

10.1	Form of Subscription Agreement dated as of September 18, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

10.2	Form of Subscription Agreement dated as of October 2, 2006(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

10.3	Form of Subscription Agreement dated as of March 1, 2007(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

10.4	Form of Subscription Agreement dated as of April 16, 2007(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007)

14.1	Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 26, 2008)

31.1*	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1*	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350

*Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Carbon Sciences, Inc.

Date: April 14, 2009	By:	/s/ Derek McLeish
		CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)
		AND ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE	TITLE	DATE

/s/ Derek McLeish	CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER),	APRIL14, 2009
Derek McLeish	ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING
	AND FINANCIAL OFFICER) AND CHAIRMAN OF THE BOARD

/s/ Byron Elton	PPRESIDENT, CHIEF OPERATINGOFFICER AND DIRECTOR	APRIL 14, 2009
Byron Elton

/s/ Michael Stone	DIRECTOR	APRIL 14, 2009
Michael Stone

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Carbon Sciences, Inc

(A Development Stage Company)

Santa Barbara, California

We have audited the balance sheets of Carbon Sciences, Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2008 and 2007 and from inception on August 25, 2006 through December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Carbon Sciences, Inc. (A Development Stage Company) as of December 31, 2008, and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 and from inception on August 25, 2006 through December 31, 2008, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not generate significant revenue, and has negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We were not engaged to examine management’s assessment of the effectiveness of Carbon Sciences, Inc.’s internal control over financial reporting as of December 31, 2008, included in the accompanying Form 10-K and, accordingly, we do not express an opinion thereon.

HJ Associates & Consultants, LLP

Salt Lake City, Utah

April 13, 2009

F-1

CARBON SCIENCES, INC.

(A Development Stage Company)

BALANCE SHEETS

	December 31,2008			December 31,2007


ASSETS

CURRENT ASSETS
Cash	$	45,292		$	9,539
Certificate of deposits		-			821,505
Prepaid expenses		2,720			122,488
Other receivable		2,400			-

TOTAL CURRENT ASSETS		50,412			953,532

PROPERTY & EQUIPMENT, at cost
Machinery & equipment		71,498			20,599
Computer equipment		17,559			17,559
Mobile vehicle		40,252			40,252
		129,309			78,410

Less accumulated depreciation		(28,302	)		(9,637	)

Net property and equipment		101,007			68,773

TOTAL OTHER ASSETS
Patents		8,773			-


TOTAL ASSETS	$	160,192		$	1,022,305



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	34,806		$	2,676
Accrued expenses		43,552			8,074
Note payable, Investor		50,000			-

TOTAL CURRENT LIABILITIES		128,358			10,750


SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
500,000,000 authorized common shares
148,342,000 shares issued and outstanding		148,342			148,342
Additional paid in capital		2,155,533			2,155,533
Stock subscription payable		62,000			-
Accumulated deficit during the development stage		(2,334,041	)		(1,292,320	)

TOTAL SHAREHOLDERS' EQUITY		31,834			1,011,555

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	160,192		$	1,022,305

The accompanying notes are an integral part of these financial statements.

F-2

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							From Inception on
							August 25,2006
	Year Ended						through
	December 31, 2008			December 31, 2007			December 31, 2008


REVENUE	$	-		$	-		$	-


OPERATING EXPENSES
Selling & marketing expenses		542,510			638,339			1,529,082
General & administrative expenses		195,636			181,317			440,958
Research & development		302,926			70,683			373,609
Depreciation		18,665			8,234			28,302

TOTAL OPERATING EXPENSES		1,059,737			898,573			2,371,951

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(1,059,737	)		(898,573	)		(2,371,951	)

OTHER INCOME/(EXPENSE)
Interest income		18,016			21,505			39,521
Interest expense		-			(1,611	)		(1,611	)

TOTAL OTHER INCOME		18,016			19,894			37,910

NET LOSS	$	(1,041,721	)	$	(878,679	)	$	(2,334,041	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.01	)	$	(0.01	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		148,342,000			139,133,340

The accompanying notes are an integral part of these financial statements.

F-3

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY

										Deficit
										Accumulated
					Additional			Stock		during the
	Common stock				Paid-in			Subscription		Development
	Shares		Amount		Capital			Payable		Stage			Total
Inception August 25, 2006		-	$	-	$	-		$	-	$	-		$	-

Issuance of common stock for cash to founders in September 2006
(99,500,000 shares issued at $0.00025 for cash)		99,500,000		99,500		(74,625	)		-		-			24,875

Issuance of common stock for cash in September 2006
(7,000,000 shares issued at $0.015 for cash)		7,000,000		7,000		98,000			-		-			105,000

Issuance of common stock for cash in October 2006
(21,000,000 shares issued at $0.015 for cash)		21,000,000		21,000		294,000			-		-			315,000

Issuance of common stock for cash in November 2006
(390,000 shares issued at $0.10 for cash)		390,000		390		38,610			-		-			39,000

Issuance of common stock for cash in December 2006
(555,000 shares issued at $0.10 for cash)		555,000		555		54,945			-		-			55,500

Net Loss from Inception through December 31, 2006											(413,641	)		(413,641	)
Balance at December 31, 2006		128,445,000		128,445		410,930			-		(413,641	)		125,734

Issuance of common stock for cash in January 2007
(255,000 shares issued at $0.10 for cash)		255,000		255		25,245			-		-			25,500

Issuance of common stock for cash in March 2007
(2,900,000 shares issued at $0.10 for cash)		2,900,000		2,900		287,100			-		-			290,000

Issuance of common stock for cash in May 2007
(1,770,000 shares issued at $0.10 for cash)		1,770,000		1,770		175,230			-		-			177,000

Issuance of common stock for cash in May 2007
(1,450,000 shares issued at $0.10 for cash)		1,450,000		1,450		143,550			-		-			145,000

Issuance of common stock for cash in July 2007
(11,250,000 shares issued at $0.10 for cash)		11,250,000		11,250		1,113,750			-		-			1,125,000

Issuance of common stock for services in July 2007
(1,472,000 shares issued at $0.10 per share)		1,472,000		1,472		145,728			-		-			147,200

Issuance of common stock for services in September 2007
(500,000 shares issued at $0.15 per share)		500,000		500		74,500			-		-			75,000

Stock issuance cost						(265,200	)		-					(265,200	)

Issuance of common stock for cash in December 2007
(300,000 shares issued at $0.15 per share)		300,000		300		44,700			-		-			45,000

Net Loss for the year ended December 31, 2007		-		-		-			-		(878,679	)		(878,679	)
Balance at December 31, 2007		148,342,000		148,342		2,155,533			-		(1,292,320	)		1,011,555

Stock subscription payable		-		-		-			62,000		-			62,000

Net Loss for the year ended December 31, 2008		-		-		-			-		(1,041,721	)		(1,041,721	)

Balance at December 31, 2008		148,342,000	$	148,342	$	2,155,533		$	62,000	$	(2,334,041	)	$	31,834

The accompanying notes are an integral part of these financial statements.

F-4

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							From Inception on
							August 25,2006
	Year Ended						through
	December 31, 2008			December 31, 2007			December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,041,721	)	$	(878,679	)	$	(2,334,041	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation expense		18,665			8,234			28,302
Stock issuance for services		-			75,000			75,000
(Increase) Decrease in:
Prepaid expenses		119,768			(72,488	)		(2,720	)
Other receivable		(2,400	)		-			(2,400	)
Increase (Decrease) in:
Accounts payable		32,130			2,676			34,806
Accrued expenses		35,478			(7,490	)		43,552

NET CASH USED IN OPERATING ACTIVITIES		(838,080	)		(872,747	)		(2,157,501	)

CASH FLOWS (USED)/PROVIDED IN INVESTING ACTIVITIES:
Investment in certificates of deposit		821,505			(821,505	)		-
Patent expenditures		(8,773	)		-			(8,773	)
Purchase of equipment		(50,899	)		(60,851	)		(129,309	)

NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES		761,833			(882,356	)		(138,082	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from officer		-			-			73,000
Loan from investor		50,000			-			210,000
Repayment of advances and loans		-			-			(233,000	)
Proceeds from issuance of common stock, net		62,000			1,689,500			2,290,875

NET CASH PROVIDED BY FINANCING ACTIVITIES		112,000			1,689,500			2,340,875

NET INCREASE/(DECREASE) IN CASH		35,753			(65,603	)		45,292

CASH, BEGINNING OF YEAR		9,539			75,142			-

CASH, END OF YEAR	$	45,292		$	9,539		$	45,292

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	1,611		$	1,611
Taxes paid	$	800		$	800		$	800


SUPPLEMENTAL SCHEDULE FOR NON-CASH TRANSACTIONS
During the year ended December 31, 2007, the Company issued
1,472,000 shares of common stock for services at a price of $0.10
and 500,000 shares of common stock for services at a price of $0.15.

The accompanying notes are an integral part of these financial statements.

F-5

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

1. ORGANIZATION AND LINE OF BUSINESS

Organizational History

The Company was incorporated in the State of Nevada on August 25, 2006, as Zingerang, Inc. On April 2, 2007 the Company changed its name to Carbon Sciences, Inc.

Overview of Business

The Company was initially in the business of offering a real-time and interactive mobile communication services to businesses and consumers under the Zingerang trade name. The Company is now pursuing a new line of business. The company is developing a technology to convert the greenhouse gas, carbon dioxide (CO2), into gasoline and other fuels.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. As discussed in Note 3, the Company has obtained funds from its shareholders since its’ inception through December 31, 2008. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Carbon Sciences, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Development Stage Activities and Operations

The Company is in its initial stages of formation and has insignificant revenues. FASB #7 defines a development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

Revenue Recognition

The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no revenues and is in the development stage.

F-6

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives:

Computer equipment	3 Years
Machinery & Equipment	7 Years
Mobile vehicle	5 Years

Depreciation expense as of December 31, 2008 and 2007 was $18,665 and $8,234 respectively.

Fair Value of Financial Instruments

SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2008, the amounts reported for cash, accounts receivable, accounts payable, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

Loss per Share Calculations

The Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the calculation of “Loss per Share”. SFAS No. 128 dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended December 31, 2008 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.

F-7

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $302,926 and $70,683 for the years ended December 31, 2008 and 2007, respectively.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $36,993 and $40,836 for the years ended December 31, 2008 and 2007, respectively.

Reclassification

Certain expenses for the year ended December 31, 2007 were reclassified to conform with the expenses for the year ended December 31, 2008.

Stock-Based Compensation

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, Share-based Payment. SFAS 123R revises SFAS 123 and supersedes APB 25. SFAS 123R will be effective for the period ending December 31, 2008, and applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. Under SFAS 123R, we will be required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of SFAS 123R is expected to have a material impact on our results of operations.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS 157, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective as of the beginning of our 2008 fiscal year. The adoption of SFAS 157 had no impact on our financial statements.

3.	CAPITAL STOCK

As of December 31, 2008, the Company has a stock subscription payable of $62,000, of which 620,000 shares of common stock will be issued. During the year ended December 31, 2007, the Company issued through private placements 17,625,000 shares of common stock at a price of $0.10 per share for $1,762,500 cash; and 300,000 shares of common stock at a price of $0.15 per share for $45,000; the private placements, were made in reliance upon an exemption from registration under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933. Also, the Company issued 1,472,000 shares of common stock at a price of $0.10 per share and 500,000 shares of common stock at a price of $0.15 per share for services.

4.	RENTAL LEASE

The Company entered into a one year rental agreement for its’ facility expiring on July 15, 2009. The base rent is $4,200 per month. The rent paid for the years ended December 31, 2008 and 2007 were $22,168 and $29,964.

F-8

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

5.	INCOME TAXES

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain.

Balance at January 1, 2008	$	-
Addition based on tax positions related to the current year		-
Balance at December 31, 2008	$	-

Included in the balance at December 31, 2008, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended December 31, 2008, the Company did not recognize interest and penalties.

6.	DEFERRED TAX BENEFIT

At December 31, 2008, the Company had net operating loss carry-forwards of approximately $2,334,100, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2008 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

A reconciliation of income tax expense that would result from applying the U.S. Federal and State rate of 40% to pretax income from continuing operations for the period ended December 31, 2008 and 2007, with federal income tax expense presented in the financial statements is as follows:

	2008			2007
Income tax benefit computed at U.S. Federal
satatutory rate of 34%	$	(351,193	)	$	(298,751	)
State Income taxes, net of benefit of federal taxes		(61,975	)		(52,721	)
Depreciation		(11,995	)		-
R&D		(8,848	)		14,137
Accrued expenses		12,000			-
Non deductable stock compensation		-			30,000
Other		(226	)		21

Valuation Allowance		422,237			307,314

Income tax expense	$	-		$	-

F-9

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

6.	DEFERRED TAX BENEFIT (Continued)

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The items as of December 31, 2008 and 2007, which comprise a significant portion of deferred tax assets and liabilities are approximately as follows:

	2008			2007
Deferred tax assets:
NOL carryover	$	929,592		$	486,900
Contribution carryover		200			-
R&D credit		10,968			14,137
Accrued salary		12,000			-

Deferred tax liabilities:
Depreciation		(15,011	)		(200	)

Less Valuation Allowance		(937,749	)		(500,837	)

Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

7.	PROMISSORY NOTE

On December 15, 2008, an investor loaned the Company $50,000 for operating expenses. The note bears interest at a rate of 6% per annum, and is due and payable May 31, 2009.

8.	SUBSEQUENT EVENT

As of March 2009, the Company received $198,650 through a private placement to issue 2,825,000 shares of common stock.

As of March 2009, the Company issued promissory notes in the amount of $130,000. The promissory notes are from the CEO of the Company and an investor. The notes incur interest at the rate of 6% per annum, and are due and payable upon the earlier of (i) demand by the holder or (ii) May 31, 2009.

F-10