Digital Locations, Inc. - Quarter Report: 2008 September (Form 10-Q)

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2008

¨ 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		20-5451302
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5511C Ekwill Street, Santa Barbara, California 93111

(Address of principal executive offices) (Zip Code)

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

WITH COPIES TO:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Flr.

New York, New York 10006

(212) 930-9700

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 number of shares of registrant’s common stock outstanding, as of November 12, 2008 was 148,342,000.

CARBON SCIENCES, INC.

INDEX

PART I: FINANCIAL INFORMATION
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to the Financial Statements	6-8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3 :	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4:	CONTROLS AND PROCEDURES	12
PART II: OTHER INFORMATION
Item 1	LEGAL PROCEEDINGS	13
ITEM 1A :	RISK FACTORS	13
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	13
ITEM 6:	EXHIBITS	13
SIGNATURES		14

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARBON SCIENCES, INC.

(A Development Stage Company)

BALANCE SHEETS

	(Unaudited)
	September 30, 2008			December 31, 2007

ASSETS

CURRENT ASSETS
Cash	$	26,733		$	9,539
Certificates of deposit		139,119			821,505
Other receviable		2,400			-
Prepaid expenses		9,167			122,488

Total Current Assets		177,419			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		(22,272	)		(9,637	)

Net Property and Equipment		107,037			68,773

OTHER ASSETS
Patent		5,425			-

Total Other Assets		5,425			-

TOTAL ASSETS	$	289,881		$	1,022,305


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	36,995		$	2,676
Accrued expenses		-			8,074

TOTAL CURRENT LIABILITIES		36,995			10,750

SHAREHOLDERS' EQUITY EQUITY
Common Stock, $0.001 par value;
500,000,000 authorized common shares
148,342,000 shares issued and outstanding, respectively		148,342			148,342
Additional paid in capital		2,155,533			2,155,533
Accumulated deficit during the development stage		(2,050,989	)		(1,292,320	)

TOTAL SHAREHOLDERS' EQUITY		252,886			1,011,555

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	289,881		$	1,022,305

The accompanying notes are an integral part of these financial statements

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

													From Inception on
													August 25,2006
	Three Months Ended September 30,						Nine Months Ended September 30,						through
	2008			2007			2008			2007			September 30, 2008


REVENUE	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES
Selling and marketing expenses		133,612			74,181			441,694			483,228			1,428,266
General and administrative expenses		49,002			26,058			127,012			151,253			372,333
Research and development		104,493			35,425			194,943			40,925			265,626
Depreciation expense		4,212			1,463			12,635			4,390			22,272

TOTAL OPERATING EXPENSES		291,319			137,127			776,284			679,796			2,088,497

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(291,319	)		(137,127	)		(776,284	)		(679,796	)		(2,088,497	)

OTHER INCOME/(EXPENSE)
Interest income		3,288			10,548			17,615			10,548			39,119
Interest expense		-			(332	)		-			(1,533	)		(1,611	)

TOTAL OTHER INCOME/(EXPENSES)		3,288			10,216			17,615			9,015			37,508

NET LOSS	$	(288,031	)	$	(126,911	)	$	(758,669	)	$	(670,781	)	$	(2,050,989	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		148,342,000			146,185,870			148,342,000			140,025,260

The accompanying notes are an integral part of these financial statements

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENT OF SHAREHOLDERS' EQUITY

							Deficit
							Accumulated
					Additional		during the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total

Balance at December 31, 2007		148,342,000	$	148,342	$	2,155,533	$	(1,292,320	)	$	1,011,555

Net Loss (unaudited)		-		-		-		(758,669	)		(758,669	)

Balance at September 30, 2008 (unaudited)		148,342,000	$	148,342	$	2,155,533	$	(2,050,989	)	$	252,886

The accompanying notes are an integral part of these financial statements

CARBON SCIENCES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception on
							August 25,2006
	Nine Months Ended						through
	September 30, 2008			September 30, 2007			September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(758,669	)	$	(670,781	)	$	(2,050,989	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation expense		12,635			4,390			22,272
Stock issuance for services		-			153,450			-
(Increase) Decrease in:
Other receivable		(2,400	)		-			(2,400	)
Prepaid expenses		113,321			(26,956	)		(9,167	)
Other asset		(5,425	)		-			(5,425	)
Increase (Decrease) in:
Accounts payable		34,319			37,621			36,995
Accrued expenses		(8,074	)		(15,564	)		-

NET CASH USED IN OPERATING ACTIVITIES		(614,293	)		(517,840	)		(2,008,714	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in certificates of deposit		682,386			(910,548	)		(139,119	)
Purchase of equipment		(50,899	)		(40,252	)		(129,309	)

NET CASH PROVIDED/(USED) IN INVESTING ACTIVITIES		631,487			(950,800	)		(268,428	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from officer		-			-			73,000
Loan from investor		-			-			160,000
Repayment of advances and loans		-			-			(233,000	)
Proceeds from issuance of common stock		-			1,497,300			2,303,875

NET CASH PROVIDED BY FINANCING ACTIVITIES		-			1,497,300			2,303,875

NET INCREASE IN CASH		17,194			28,660			26,733

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

CASH, END OF PERIOD	$	26,733		$	103,802		$	26,733

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	332		$	1,611
Taxes paid	$	59		$	800		$	800


SUPPLEMENTAL SCHEDULE FOR NON-CASH TRANSACTIONS
During the nine months ended September 30, 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

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2008

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2007.

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. The Company has obtained funds from its shareholders since its’ inception , and 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.

Cash and Cash Equivalent

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

CARBON SCIENCES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2008

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 September 30, 2008 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Reclassification

The expenses for the nine months ended September 30, 2007 were reclassified to conform with the expenses for the nine months ended September 30, 2008.

3.	CAPITAL STOCK

At September 30, 2008, the Company’s authorized stock consists of 500,000,000 shares of common stock, par value $0.001 per share. During the nine months ended September 30, 2007, the Company through a private placement issued 17,625,000 shares of common stock for cash of $1,762,500 at a price of $0.10. The private placements, was 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 for cash and 500,000 shares of common stock at a price of $0.15 per share for services;

4.	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 2005.

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.

Included in the balance at September 30, 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.

I TEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

OVERVIEW

Carbon Sciences is currently 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.

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 are also developing technology to transform carbon dioxide (CO2) into high value, earth-friendly products. We call this technology GreenCarbon Technology. Our management believes that energy and CO2 intensive industries, such as paper production, will welcome this innovative clean technology because it offers two very important benefits – lower cost and carbon neutrality.

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 5511C Ekwill Street, 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, collectibility 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 – THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007

Selling and Marketing Expenses

Selling and Marketing ("S&M") expenses increased by $59,431or 80.12% to $133,612 for the three months ended September 30, 2008, compared to the prior period. S&M expenses decreased by $(41,534) or 8.60% to $441,694 for the nine months ended September 30, 2008, compared to the prior period. The increase in S&M expenses for the three month period was due to an increase in salaries and market exposure expense. The decrease in S&M expenses for the nine month period was due primarily to a decrease in salaries, professional and consulting fees.

General and Administrative Expenses

General and administrative ("G&A") expenses increased by $22,944 or 88.05% to $49,002 for the three months ended September 30, 2008, compared to the prior period. G&A expenses decreased by $(24,241) or 16.03% to $127,012 for the nine months ended September 30, 2008, compared to the prior period. The increase in G&A expenses for the three month period was due to increase in the overall operating expenses. The decrease in G&A expenses for the nine month period was due primarily to a decrease in professional fees.

Research and Development

Research and Development ("R&D") costs increased by $69,068 or 194.97% to $104,943 for the three months ended September 30, 2008, compared to the prior period. R&D costs increased by $154,018 or 376.34% to $194,943 for the nine months ended September 30, 2008, compared to the prior period. The increase in R&D was the result of testing of product alternatives, and consulting fees.

Net Loss

Net Loss for the three months ended September 30, 2008 was $288,031compared to $126,911 for the prior period. Net Loss for the nine months ended September 30, 2008, was $758,669 compared to $670,781 for the prior period. Currently the Company is in its development stage and had no revenues.

Liquidity and Capital Resources

As of September 30, 2008, we had $140,424 of working capital as compared to $942,782 as of December 31, 2007. This decrease of $802,358 was due primarily to the use of funds for operating expenses.

Net cash flow used in operating activities was $614,293 for the nine months ended September 30, 2008, as compared to net cash used of $517,840 for the prior period. This increase of $96,453 was primarily attributable to an increase in research and development.

Net cash provided by investing activities was $631,487 for the nine months ended September 30, 2008, as compared to net cash used of $(950,800) for the prior period. The increase of net cash provided by investing activities was primarily due to withdrawals from certificates of deposits for operating expenses.

Net cash provided from financing activities was $0 the nine months ended September 30, 2008, as compared to net cash provided of $1,497,300 for the prior period. From inception to September 30, 2008, we received a total of $2,303,875 from the sale of shares of our common stock through private placements of shares of common stock pursuant to Subscription Agreements, which we entered into with accredited and/or institutional buyers.

PLAN OF OPERATION AND FINANCING NEEDS

Our plan of operation within the next twelve months is to utilize our cash balances to continue research and development of our carbon transformation technology and complete a demonstrable prototype. 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 2008, 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.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

n/a

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of 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 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s Form 10-K filed on June 30, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 6. 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)

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

5.1		Opinion of Sichenzia Ross Friedman Ference LLP. (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)

31.1		Certification by Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

32.1		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 14, 2008.

		CARBON SCIENCES, INC.

	By:	/s/ Derek W. McLeish
		Chief Executive Officer (Principal Executive Officer ) and Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)