Carbon Sciences, Inc. (Form: SB-2, Received: 07/27/2007 16:59:19)

As filed with the Securities and Exchange Commission on July 27, 2007

Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

					PROPOSED
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED (1)		PROPOSED MAXIMUM OFFERING PRICE PER SHARE (2)		MAXIMUM AGGREGATE OFFERING PRICE		AMOUNT OF REGISTRATION FEE

Common stock, $.001 par value (3)	32,100,000	$	0.10	$	3,210,000	$	98.55
Total				$	3,210,000	$	98.55

(1) Includes shares of our common stock, par value $0.001 per share, issued to the selling stockholders prior to the date of this prospectus which may be offered pursuant to this registration statement.

(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(B) of the Securities Act of 1933, as amended, and computed pursuant to Rule 457 under the Securities Act.

(3) Includes 100% of the shares of our common stock which we issued to the selling stockholders prior to the date of this prospectus under certain Subscription Agreements in October 2006 and March 2007.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 27, 2007

CARBON SCIENCES, INC.

32,100,000 SHARES OF

This prospectus relates to the resale by the selling stockholders of up to 32,100,000 shares of our common stock presently outstanding. The selling stockholders may be deemed underwriters of the shares of common stock, which they are offering. We will pay the expenses of registering these shares.

We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We have paid the expenses of preparing this prospectus and the related registration expenses.

The selling stockholders will sell shares from time to time at a fixed price equal $0.10 per share. Our common stock is not traded on any national securities exchange and is not quoted on any over-the-counter market. If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices.

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS"

BEGINNING ON PAGE 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 27, 2007.

The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed Carbon Sciences, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

TABLE OF CONTENTS


Cautionary Note Regarding Forward-Looking Statements		5
Prospectus Summary		6
Risk Factors		8
Use Of Proceeds		11
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		12
Description Of Business		15
Description Of Property		16
Legal Proceedings		16
Management		17
Executive Compensation		19
Certain Relationships And Related Transactions		19
Security Ownership Of Certain Beneficial Owners And Management		19
Description Of Securities		20
Commission’s Position On Indemnification For Securities Act Liabilities		20
Plan Of Distribution		21
Selling Stockholders		23
Legal Matters		25
Experts		25
Available Information		26
Index to Financial Statements		F-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement contain forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events.

In some cases, you can identify forward-looking statements by words such as "may," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.

CARBON SCIENCES, INC.

We are developing a technology to convert the greenhouse gas, carbon dioxide (CO2), into a useful form that will not contribute to global warming. We call this technology GreenCarbon™ Technology. By eliminating harmful CO2 from human created sources, such as power plants and industrial factories, management believes that our technology will provide a partial solution to the problem of global warming.

GreenCarbon™ Technology is initially targeted at coal-fired electrical power plants and fuel production plants.

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 50 Castilian Dr. Suite C, Santa Barbara, California 93117, and our telephone number is (805) 690-9090. Our fiscal year end is December 31.

The Offering

Common stock offered by selling stockholders		Up to 32,100,000 shares, including the following:

		- up to 28,000,000 shares of common stock issued prior to the date of this prospectus to certain of the selling stockholders pursuant to certain Subscription Agreements in October 2006 for an aggregate purchase price of $420,000, and

		- 1,200,000 shares of common stock issued prior to the date of this prospectus to certain of the selling stockholders pursuant to certain Subscription Agreements in October 2006, for an aggregate purchase price of $120,000, and - 2,900,000 shares of common stock issued prior to the date of this prospectus to certain of the selling stockholders pursuant to certain Subscription Agreements in March 2007 for an aggregate purchase price of $290,000.

		This number represents 21.76% of our current outstanding stock.

Common stock to be outstanding after the offering		Up to 147,542,000 shares

Use of proceeds		We will not receive any proceeds from the sale of the common stock hereunder.

The above information regarding common stock to be outstanding after the offering is based on 147,542,000 shares of common stock outstanding as of July 16, 2007 which includes the shares being offered by the selling stockholders in this prospectus.

TRANSACTIONS BEING REGISTERED IN THIS PROSPECTUS

ROUND 1 2006 OFFERING*

In October 2006, we entered into Subscription Agreements with several accredited investors pursuant to which the investors subscribed to purchase an aggregate amount of up to $420,000 in shares of our common stock, or a total of 28,000,000 shares.

We granted “piggy-back” registration rights to the investors in our Round 1 2006 Offering by agreeing to include their shares of common stock in registration statements (other than on Form S-8, S-4 or similar Forms) subsequently filed by us.

ROUND 2 2006 OFFERING*

In October 2006, we entered into Subscription Agreements with several accredited investors pursuant to which the investors subscribed to purchase an aggregate amount of up to $120,000 in shares of our common stock, or a total of 1,200,000 shares.

We granted “piggy-back” registration rights to the investors in our Round 2 2006 Offering by agreeing to include their shares of common stock in registration statements (other than on Form S-8, S-4 or similar Forms) subsequently filed by us.

ROUND 3 2007 OFFERING*

In March 2007, we entered into Subscription Agreements with several accredited investors pursuant to which the investors subscribed to purchase an aggregate amount of up to $290,000 in shares of our common stock, or a total of 2,900,000 shares.

We granted “piggy-back” registration rights to the investors in our Round 3 2007 Offering by agreeing to include their shares of common stock in registration statements (other than on Form S-8, S-4 or similar Forms) subsequently filed by us.

*We claim an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

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:

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. 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.

THE OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED.

The offering price of the Shares has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share.

THERE ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES.

Until registered for resale, investors must bear the economic risk of an investment in the Shares, for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability.

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 patent to protect the intellectual property rights for “Fine Particle Carbon Dioxide Transformation and Sequestration”. To date our patent application has 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 commercial products to convert CO2 from coal-fired power plants to usable carbonates, there are various competitive offering such as underground carbon sequestration systems. Our potential customers may choose to buy or build their own carbon capture and sequestration systems instead of purchasing our carbon transformation system and 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 MANDATING THE REDUCTION OF CARBON DIOXIDE EMISSIONS.

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. There is no assurance that mandated reduction in carbon emissions will provide enough of an incentive to use our new technology as opposed to other competitive products. 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 41.85% 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

THERE IS NO PUBLIC (TRADING) MARKET FOR OUR COMMON STOCK AND THERE IS NO ASSURANCE THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE OR DEALER’S NETWORK; THEREFORE, YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

There is no established public trading market for our securities. Hence, there is no central place, such as a stock exchange or electronic trading system, to resell your common stock. If you want to resell your shares, you will have to locate a buyer and negotiate your own sale. It is our plan to utilize a market maker who will apply to have our common stock quoted on the Over-the-Counter Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the Over-the-Counter Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor will be unable to liquidate his investment except by private sale.

SHOULD OUR STOCK BECOME LISTED ON THE OTC BULLETIN BOARD, 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 we are seeking to become, 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.

ONCE PUBLICLY TRADING, THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE SHARES.

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.

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. Any transfer taxes payable on these shares and any commissions and discounts payable to underwriters, agents, brokers or dealers will be paid by the selling stockholder.

Market for Securities

Our common stock is not traded on any national securities exchange and is not quoted on any over-the-counter market. If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices.

As of July 16, 2007, our common stock was held by 148 stockholders of record and we had 147,542,000 shares of common stock issued and outstanding, which includes the shares being offered by the selling stockholders in this prospectus. The transfer agent of our common stock is U.S. Stock Transfer Corporation, 1745 Gardena Avenue, Glendale, CA 91204.

We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment by us of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. 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 (August 25, 2006) through December 31, 2006.

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-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Some of the information in this prospectus 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 prospectus. See "Risk Factors."

GreenCarbon™ Technology is initially targeted at coal-fired electrical power plants and fuel production plants.

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

Liquidity and Capital Resources

As of June 30, 2007, we had $206,135 of working capital as compared to $109,578 from inception (August 25, 2006) through December 31, 2006. This increase of $96,557 was due primarily to private placements of shares of common stock pursuant to Subscription Agreements which we entered into with accredited and/or institutional buyers.

Cash flow used in operating activities was $480,697 for six months ended June 30, 2007, as compared to cash used of $446,674 from inception (August 25, 2006) through December 31, 2006. This increase of $34,023was primarily attributable to a increase in professional fees and salaries.

Cash used in investing activities was $0 for the six months ended June 30, 2007, as compared to cash used of $17,559 from inception (August 25, 2006) through December 31, 2006. The decrease of cash used in investing activities was primarily due to having sufficient office equipment .

Cash provided from financing activities during the six months ended June 30, 2007 was $637,500 as compared to $539,375 from inception (August 25, 2006) through December 31, 2006. From inception to June 30, 2007, we received a total of $1,176,875 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.

Our financial statements as of June 30, 2007 have been prepared under the assumption that we will continue as a going concern from inception (August 25, 2006) through June 30, 2007. Our independent registered public accounting firm has issued their report dated January 22, 2007 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.

On September 18, 2006, we issued an aggregate of 99,500,000 shares of our common stock, par value $.001 per share, to the founders of our company, including our Chief Executive Officer, for an aggregate purchase price of $24,875.

In October 2006, we entered into Subscription Agreements with several accredited investors pursuant to which the investors subscribed to purchase an aggregate amount of up to $120,000 in shares of our common stock, or a total of 1,200,000 shares.

In April 2007, we entered into Subscription Agreements with several accredited investors pursuant to which the investors subscribed to purchase an aggregate amount of up to $1,594,200 in shares of our common stock, or a total of 15,942,000 shares.

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.

Operating Expenses

Operating expenses for the six months ended June 30, 2007 were $542,668 and consisted primarily of $414,547 in selling and marketing expenses, $128,121 in general and administrative expenses

Our net loss for the six months ended June 30, 2007 was $543,870. We recently began operating our business and have not generated any revenues to cover our operating costs.

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, results of operations, liquidity or capital expenditures.

GreenCarbon™ Technology is initially targeted at coal-fired electrical power plants and fuel production plants.

Industry Overview

The electrical power industry is currently pursuing ways to either convert or capture and store carbon dioxide in the campaign against global warming. At this time, there are few known technologies for converting CO2 that are commercially viable.

Carbon dioxide is believed to be the principal "greenhouse" gas because as it concentrates in the atmosphere it creates a blanket-like effect that many scientists believe is warming the earth. While carbon dioxide is released in the burning of all fossil fuels, coal produces greater amounts of carbon dioxide because of the fuel's high carbon content. It is likely that coal, which accounts for half of the country's electricity production, will remain the fuel of choice to produce electricity in the United States because it is relatively cheap and abundant. But if carbon limits are imposed to address climate change, that could change unless technologies or programs are developed to either convert or capture and store the tens of millions of tons of carbon dioxide that now spew from coal-burning smokestacks into the atmosphere.

Carbon dioxide “capture and store” programs currently being considered by the electrical power industry rely on sequestration. Geo-sequestration or geological storage involves injecting carbon dioxide directly into underground geological formations. Declining oil fields, saline aquifers, and unmineable coal seams have been suggested as storage sites.

We believe that the carbon “capture and store” method will not be a viable solution to the problem of CO2 as it is simply not practical to capture and deposit in deep geological formations several million tons of carbon a year. Instead, a technology solution must be applied at the source. We believe that GreenCarbon™ Technology will be the solution.

Research and Development

We have retained a number of scientific advisors and technical consultants to help us develop and commercialize our GreenCarbon™ Technology and system. Our next step is to develop a research and development plan that will result in the production of a commercially viable GreenCarbon™ Technology system.

Marketing Strategy

Once we have completed our product development, we intend to create a favorable market environment to sell our GreenCarbon™ Technology system. We intend to enhance, promote and support the entry of our GreenCarbon™ Technology system into the marketplace. Our goal is to position GreenCarbon™ Technology as a commercially viable method of converting CO2.

Our marketing communications strategy will include media and analyst communication, on-line promotions, blogs, and selected trade show attendance. We will be using every opportunity 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 GreenCarbon™ , 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.

Intellectual Property

We have filed a patent application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Fine Particle Carbon Dioxide Transformation and Sequestration”. The inventor listed on the patent application is Michael D. Wyrsta, the Company’s Chief Scientific Advisor. The Company is listed as the assignee.

The carbon capture and storage industry is a fairy new industry. We are not aware of any CO2 emitter, such as power plants, or technology vendors offering a commercial product or process to transform CO2 from the source into mineral carbonate products. The most common approach is to bury the CO2 in underground rock formations or the ocean floor. For example, a major research project examining the geological sequestration of carbon dioxide is currently being performed at an oil field at Weyburn in south-eastern Saskatchewan . In the North Sea, Norway's Statoil natural-gas platform Sleipner strips carbon dioxide out of the natural gas with amine solvents and disposes of this carbon dioxide by geological sequestration. As of April 2005, BP is considering a trial of large-scale sequestration of carbon dioxide stripped from power plant emissions in the Miller oilfield as its reserves are depleted. Currently, the United States government has approved the construction of what is claimed to be the world's first integrated carbon capture and storage power plant, FutureGen . However, management believes that this does not address the problem of the existing power plants.

Technology Development Partners

Nevada	1481	20-5451302
(State or other Jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of Incorporation or Organization)	Classification Code Number)	Identification No.)

Name	Age	Position
Derek McLeish	60	Chief Executive Officer, President, Acting Chief Financial Officer and Director
Michael Stone	54	Director
Daniel Elenbaas	44	Director

Name & 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 CFO		2006			$	80,000			0			0			0			0			0			0		$	80,000

Title of Class	Name of Beneficial Owner	Number of Shares Beneficially Owned		Prior to Offering as a Percent of Total		Post-Offering as a Percent of Total
Common Stock	Derek McLeish		49,750,000		33.95		33.95
Common Stock	Richard Travis Beifuss		10,000,000		6.82		6.82
Common Stock	Michael Stone		1,000,000		.7		.7
Common Stock	Daniel Elenbaas		1,000,000		.7		.7
Common Stock	All Executive Officers and Directors as a Group (3 persons )		51,750,000		34.09		34.09

Shareholder Name	Number of Shares Beneficially owned prior to the Offering		Number of shares offered pursuant to this Prospectus		Number of Common Stock Owned After the Offering (1)		Percentage of Common Stock Owned After the Offering (1)
Abram Fuks		15,000		15,000		0		0
Alessandro Ucciferri		15,000		15,000		0		0
Andrew Berk		15,000		15,000		0		0
Andrew Yu & Anna Yu		15,000		15,000		0		0
Arden S. Law		15,000		15,000		0		0
Arthur E. Altounian & Kelli Altounian		15,000		15,000		0		0
Blair Capital (2)		15,000		15,000		0		0
Blair Capital, Inc. (3)		2,500,000		2,500,000		0		0
Blair M. Sullivan (UGMA)		15,000		15,000		0		0
Brian Levy		15,000		15,000		0		0
Candacia A. Hebda		15,000		15,000		0		0
Catherine Smith		15,000		15,000		0		0
Charles Douglas Plank Jr.		15,000		15,000		0		0
Charles H. Harris and Kim K. Harris		15,000		15,000		0		0
Chris Brown & Deanne Broglio, JTWRO		15,000		15,000		0		0
Chuck K. Lew		15,000		15,000		0		0
Chuck M. Liu		15,000		15,000		0		0
Clive Otsuka and Mari Otsuka		15,000		15,000		0		0
Colin Miyajima		15,000		15,000		0		0
David A. Patterson, Jr.		7,500		7,500		0		0
David Carlson		15,000		15,000		0		0
Dennis Le Pon and Nancy Le Pon		15,000		15,000		0		0
Diana Lippert		15,000		15,000		0		0
E.S. Lippert		15,000		15,000		0		0
E-Business Direct, Inc. (4)		3,500,000		3,500,000		0		0
Edward Bouryng and Esther Bouryng		15,000		15,000		0		0
Edward Bouryng and Esther C. Bouryng		300,000		300,000		0		0
Elizabeth Swolgaard		15,000		15,000		0		0
Emmanuel Vasilomanolakis		15,000		15,000		0		0
Epic Innovations, Inc.		15,000		15,000		0		0
Fenway Advisory Group (5)		15,000		15,000		0		0
Fenway Advisory Group Pensions & Profit Sharing (6)		15,000		15,000		0		0
Fred J. Choy		15,000		15,000		0		0
Fred J. Choy		100,000		100,000		0		0
Gemberling Family Trust (7)		15,000		15,000		0		0
Gregory B. Rawls		15,000		15,000		0		0
Helen Cheung		15,000		15,000		0		0

·	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:

Helene E.Pretsky	15,000	15,000	0	0
Ivan Ivankovich	15,000	15,000	0	0
James A. Webb II	15,000	15,000	0	0
Jason C. Lew	15,000	15,000	0	0
Jena Holdings (8)	15,000	15,000	0	0
Jennifer Cheng	15,000	15,000	0	0
Jimmy Standaert	15,000	15,000	0	0
Joe Grimes	15,000	15,000	0	0
John C. Beifuss	7,000,000	7,000,000	0	0
Joseph Chang Woo Koh	15,000	15,000	0	0
Kari Negri	15,000	15,000	0	0
Kathryn A.B. Bailey	15,000	15,000	0	0
Kerry M. Kinney	15,000	15,000	0	0
Kimberlee Beifuss	15,000	15,000	0	0
Kristen M. Sullivan	15,000	15,000	0	0
Larry J. Kaufman	15,000	15,000	0	0
Liam C. Sullivan (UGMA)	15,000	15,000	0	0
Lionel Rodriguez, Jr.	15,000	15,000	0	0
Matthew Skefich	15,000	15,000	0	0
Michael Brown and Linda Engelsiepen	15,000	15,000	0	0
Michael H. Fields	15,000	15,000	0	0
Michael Schreibman and Michelle Schreibman	15,000	15,000	0	0
Neil C. Sullivan	15,000	15,000	0	0
Patrick J. Howard	15,000	15,000	0	0
Paul Kmiec	15,000	15,000	0	0
Philippe Erwin	15,000	15,000	0	0
Ralph Ribaya	15,000	15,000	0	0
Ramin Ramhormozi & Jennifer Romeyn	15,000	15,000	0	0
Raymond L. Bolduc	15,000	15,000	0	0
Richard T. Beifuss	15,000	15,000	0	0
Robin Cheng and Miranda Cheng	15,000	15,000	0	0
Ronald Pretlac	15,000	15,000	0	0
Rosalie Skefich	15,000	15,000	0	0
Russell D. Wong, Revocable Trust (9)	15,000	15,000	0	0
Scott C. Bublin	15,000	15,000	0	0
Stacy E. Patterson	7,500	7,500	0	0
Stanley B. Levy	15,000	15,000	0	0
Stanley K. Kawanishi	15,000	15,000	0	0
Steven C. Bartling and Yvonne C. Bartling	15,000	15,000	0	0
Sufeng I. Chung	15,000	15,000	0	0
Susan H. Lang	15,000	15,000	0	0
The Levy Family Trust of 1997 (10)	15,000	15,000	0	0
Thunder Innovations, LLC (11)	3,500,000	3,500,000	0	0
Tom M. Djokovich & Tamara A. Djokovich	15,000	15,000	0	0
Tony Ucciferri	15,000	15,000	0	0
Tram Richards	15,000	15,000	0	0
Uyen Thy Cain	15,000	15,000	0	0
Vahigh Gorji	15,000	15,000	0	0
Walton O. Anderson Jr. and Rita M. Anderson	15,000	15,000	0	0
William E. Beifuss Jr. & Alice Beifuss	7,000,000	7,000,000	0	0
William E. Boyd	15,000	15,000	0	0
Wings Fund, Inc. (12)	7,000,000	7,000,000	0	0
Total	32,100,000	32,100,000

Auditor Report			F-1

Balance Sheet as at June 30, 2006			F-2

Statement of Operations from Inception on August 25, 2006 through December 31, 2006			F-3

Statement of Shareholders' Equity			F-4

Statement of Cash Flows			F-5

Notes to Financial Statement December 31, 2006			F-6 - F-10

Balance Sheet as at June 30, 2007			F-11

Statement of Operations from Inception on August 25, 2006 through June 30, 2007			F-12

Statement of Shareholders' Equity			F-13

Statement of Cash Flows			F-15

Notes to Financial Statement June 30, 2007			F-16 - F-17


ASSETS

CURRENT ASSETS
Cash	$	75,142
Prepaid Expenses		50,000

Total Current Assets		125,142

PROPERTY & EQUIPMENT, at cost
Computer Equipment		17,559
Less Accumulated Depreciation		(1,403	)

Net Property and Equipment		16,156

TOTAL ASSETS	$	141,298



LIABILITIES AND SHAREHOLDERS' EQUITY

TOTAL CURRENT LIABILITIES
Accrued Expenses	$	15,564

SHAREHOLDERS' EQUITY EQUITY
Common Stock, $0.001 par value;
500,000,000 authorized common shares
128,445,000 shares issued and outstanding		128,445
Additional Paid in Capital		410,930
Accumulated Deficit during the development stage		(413,641	)

TOTAL SHAREHOLDERS' EQUITY		125,734

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	141,298


	From Inception on
	August 25,2006
	through
	December 31, 2006


REVENUE	$	-


SELLING & MARKETING EXPENSES		348,232

GENERAL & ADMINISTRATIVE EXPENSES		65,409

TOTAL COSTS AND EXPENSES		413,641

NET LOSS		(413,641	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		100,004,805

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

	2006
Deferred tax assets:
NOL Carryover	$	165,456

Deferred tax liabilites:
Depreciation		-

Less Valuation Allowance		(165,456	)

Net deferred tax asset	$	-






ASSETS

CURRENT ASSETS	June 30, 2007
Cash	$	231,945
Prepaid expenses		4,889
TOTAL CURRENT ASSETS		236,834

PROPERTY & EQUIPMENT, at cost
Computer Equipment		17,559
Less Accumulated Depreciation		(4,330	)

Net Property and Equipment		13,229

TOTAL ASSETS	$	250,063



LIABILITIES AND SHAREHOLDERS' EQUITY

TOTAL CURRENT LIABILITIES
Accrued Expenses	$	30,699

SHAREHOLDERS' EQUITY EQUITY
Common Stock, $0.001 par value;
500,000,000 authorized common shares
134,820,000 shares issued and outstanding		134,820
Additional Paid in Capital		1,042,055
Accumulated Deficit during the development stage		(957,511	)

TOTAL SHAREHOLDERS' EQUITY		219,364

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	250,063





							From Inception on
							August 25,2006
	Three Months Ended			Six Months Ended			through
	June 30, 2007			June 30, 2007			June 30, 2007


REVENUE	$	-		$	-		$	-


SELLING & MARKETING EXPENSES		121,021			414,547			762,779

GENERAL & ADMINISTRATIVE EXPENSES		85,037			128,121			193,530

TOTAL COSTS AND EXPENSES		206,058			542,668			956,309

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(206,058	)		(542,668	)		(956,309	)

TOTAL OTHER INCOME/(EXPENSE)
Interest Expense		(265	)		(1,202	)		(1,202	)

NET LOSS	$	(206,323	)	$	(543,870	)	$	(957,511	)

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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		132,752,857			130,950,856

				From Inception on
				August 25, 2006
	Six Months Ended			through
	June 30, 2007			June 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(543,870	)	$	(957,511	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation expense		2,927			4,330
(Increase) Decrease in:
Prepaid expenses		45,111			(4,889	)
Increase (Decrease) in:
Accounts Payable		-			-
Accrued Expenses		15,135			30,699

NET CASH USED IN OPERATING ACTIVITIES		(480,697	)		(927,371	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of Equipment		-			(17,559	)

NET CASH USED IN INVESTING ACTIVITIES		-			(17,559	)

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		637,500			1,176,875

NET CASH PROVIDED BY FINANCING ACTIVITIES		637,500			1,176,875

NET INCREASE IN CASH		156,803			231,945

CASH, BEGINNING OF YEAR		75,142			-

CASH, END OF YEAR	$	231,945		$	231,945

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	265		$	1,202
Taxes paid	$	800		$	800