SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 1, 2011


CARBON SCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 Nevada    333-144931    24-5451302
(State of Incorporation)        (Commission File Number)      (IRS Employer ID)
                                                                                                                                                                                                     

5511-C Ekwill Street, Santa Barbara, California 93111
 (Address of principle executive offices)

(805) 456-7000
(Registrant’s telephone number, including area code)


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

Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

 
 
 
 
 
 
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 1, 2011, Carbon Sciences, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Articles of Incorporation (“Certificate”) to increase the authorized shares of both Common Stock and Preferred Stock of the Company (the “Amendment”). The Amendment authorizes the Company to issue 100,000,000 shares of Common Stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock. The Preferred Stock will have such rights, preferences and privileges as may be determined by the Company’s board of directors prior to the issuance of such shares. On July 28, 2011, beneficial holders of an aggregate of 4,687,760 shares or approximately 50.66% of the outstanding Common Stock consented to the Amendment.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.03 of this report is hereby incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits

3.1 Certificate of Amendment to Articles of Incorporation, filed on August 1, 2011.


 
 
 
 
 



SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
CARBON SCIENCES, INC.
 
       
Date:  August 4, 2011
By:
/s/ Byron Elton  
    Byron Elton  
    Chief Executive Officer  
       


 
 
GRAPHIC
 
 
 
 
USE BLACK INK ONLY -DO NOT HIGHLIGHT     ABOVE SPACE IS FOR OFFICE USE ONLY
 
           
Certificate of Amendment to Articles of Incorporation
 
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1.   Name of corporation:
 
Carbon Sciences, Inc.
 
2.   The articles have been amended as follows: (provide article numbers, if available)
 
ARTICLE IV. The corporation is authorized to issue two classes of shares. One class of shares shall be designated as common stock, par value $.001, and the total number of common shares that the corporation is authorized to issue shall be 100,000,000. The other class of shares shall be designated as preferred stock, par value $.001, and the total number of preferred stock that the corporation is authorized to issue shall be 20,000,000. The preferred stock shall have such rights, preferences and privileges as may be determined by the corporation's Board of Directors prior to the issuance of such shares. The preferred stock may be issued in such series as are designated by the corporation's Board of Directors, and the Board of Directors may fix the number of authorized shares of preferred stock for each series, and the rights, preferences and privileges of each series of preferred stock.
 
3 .   The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 50.66%
 
4.   Effective date of filing: (optional)
 
(must not be later than 90 days after the certificate is filed)
5.   Signature: (required)
 
GRAPHIC
Signature of Officer
 
'If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority or the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
 
 
  This form must be accompanied by appropriate fees.  Nevada Secretary at State Amend Profit-After
    Revised: 3-6-09