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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
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o
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TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM __________ TO __________
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NEVADA
(State or other jurisdiction of incorporation or organization)
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20-5451302
(I.R.S. Employer Identification No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Page
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PART I
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PART II
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PART III
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·
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Energy independence from petroleum;
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·
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Resulting liquid fuels can be used directly in the existing infrastructure;
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·
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Natural gas is abundant and affordable; and
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·
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Reduction of greenhouse gas emissions.
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·
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Steam Reforming – Reacts steam with methane.
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·
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Partial Oxidation – Reacts pure oxygen with methane.
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·
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Autothermal Reforming – A combination of steam and partial oxidation reforming.
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·
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Dry Reforming – Reacts carbon dioxide with methane, without steam or oxygen.
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•
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delays in demonstrating the technological advantages or commercial viability of our proposed technology;
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•
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delays in developing our technology; and
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•
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inability to interest early adopter customers in our technology.
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·
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Patents that may be issued or licensed may be challenged, invalidated, or circumvented, or otherwise may not provide any competitive advantage.
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·
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Our competitors, many of which have substantially greater resources than us and many of which have made significant investments in competing technologies, may seek, or may already have obtained, patents that will limit, interfere with, or eliminate our ability to make, use, and sell our potential products either in the United States or in international markets.
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·
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Countries other than the United States may have less restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to create, develop, and market competing products.
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·
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obtain licenses, which may not be available on commercially reasonable terms, if at all;
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·
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redesign our processes to avoid infringement;
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·
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stop using the subject matter claimed in the patents held by others;
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·
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pay damages; or
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·
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defend litigation or administrative proceedings, which may be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.
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·
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announcements or press releases relating to the industry or to our own business or prospects;
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·
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regulatory, legislative, or other developments affecting us or the industry generally;
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·
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sales by holders of restricted securities pursuant to effective registration statements or exemptions from registration; and
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·
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market conditions specific to biopharmaceutical companies, the healthcare industry and the stock market generally.
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Fiscal Year 2011
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High
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Low
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First Quarter
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$
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3.60
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$
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2.40
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Second Quarter
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6.50
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2.40
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Third Quarter
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6.30
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2.12
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Fourth Quarter
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3.35
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1.40
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Fiscal Year 2012
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High
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Low
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First Quarter
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$
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2.00
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$
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1.01
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Second Quarter
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1.48
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0.66
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Third Quarter
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1.20
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0.62
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Fourth Quarter
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0.90
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0.16
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Fiscal Year 2013
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High
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Low
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First Quarter
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$
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0.24
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$
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0.13
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Second Quarter
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0.14
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0.01
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Third Quarter
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0.02
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0.0031
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Fourth Quarter
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0.02
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0.0045
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Plan category
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Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
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Weighted average
exercise price of
outstanding options,
warrants and rights
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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-0-
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-0-
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2,000,000
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Equity compensation plans not approved by security holders
(1)
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14,560,000
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$ 0.10
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-0-
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Total
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14,560,000
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$ 0.10
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2,000,000
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Restricted Shares
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Company Performance Goals
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2,000,000
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The Company enters into a letter of intent with a supplier of natural gas to supply natural gas for the Company’s gas-to-liquid (“GTL”) plant.
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3,000,000
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The Company’s Market Capitalization exceeds $5,000,000. Market Capitalization shall mean the total number of shares of issued and outstanding common stock, multiplied by the closing trade price of the Company’s stock on the date of determination.
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4,000,000
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The Company completes its GTL project pre-feasibility study.
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5,000,000
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The Company completes its GTL project full-feasibility study.
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●
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Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
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●
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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●
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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Total
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Level 1
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Level 2
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Level 3
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December 31, 2013:
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Derivative liability
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$ | 2,811,962 | $ | - | $ | - | $ | 2,811,962 | ||||||||
Convertible notes payable
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492,904 | - | - | 492,904 | ||||||||||||
Total liabilities measured at fair value
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$ | 3,304,866 | $ | - | $ | - | $ | 3,304,866 |
December 31, 2012:
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Derivative liability
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$ | 753,971 | $ | - | $ | - | $ | 753,971 | ||||||||
Convertible notes payable
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86,182 | - | - | 86,182 | ||||||||||||
Total liabilities measured at fair value
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$ | 840,153 | $ | - | $ | - | $ | 840,153 | ||||||||
Name
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Age
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Position
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Byron Elton
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60
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Chairman of the Board of Directors
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William Beifuss
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68
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President, Chief Executive Officer, and Acting Chief Financial Officer
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Daniel Nethercott
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52
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Director
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●
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the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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●
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convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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●
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subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
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●
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found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
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●
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the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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●
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the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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●
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appoint, compensate, and oversee the work of any registered public accounting firm employed by us;
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●
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resolve any disagreements between management and the auditor regarding financial reporting;
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pre-approve all auditing and non-audit services;
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retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;
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meet with our officers, external auditors, or outside counsel, as necessary; and
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●
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oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy.
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●
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discharge the responsibilities of the board of directors relating to compensation of the our directors, executive officers and key employees;
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assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans;
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oversee the annual process of evaluation of the performance of our management; and
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perform such other duties and responsibilities as enumerated in and consistent with compensation committee’s charter.
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●
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assist the board of directors by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of shareholders;
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●
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lead the board of directors in its annual review of its performance;
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●
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recommend to the board director nominees for each committee of the board of directors; and
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develop and recommend to the board of directors corporate governance guidelines applicable to us.
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Restricted Shares
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Company Performance Goals
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2,000,000
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The Company enters into a letter of intent with a suppier of natural gas to supply natural gas for the Company’s gas-to-liquid (GTL) plant
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3,000,000
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The Company’s Market Capitalization exceeds $5,000,000. Market Capitalization shall mean the total number of shares of issued and outstanding common stock, multiplied by the closing trade price of the Company’s stock on the date of determination.
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4,000,000
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The Company completes its GTL project pre-feasibility study.
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5,000,000
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The Company completes its GTL project full-feasibility study.
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●
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Base salary and benefits are designed to attract and retain employees over time.
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●
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Incentive compensation awards are designed to focus employees on the business objectives for a particular year.
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Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.
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●
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Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers.
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Name and
Principal Position
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Year
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Salary ($)
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Bonus
($)
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Stock Awards ($)
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Option Awards ($)
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Non-Equity Incentive Plan Compensation ($)
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Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)
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All Other Compensation ($) (1)
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Total ($)
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|||||||||||||||||||||||||||
William Beifuss, CEO, President, Acting CFO (2)
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2013
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- | - | - | 60,000 | - | - | 35,000 | 95,000 | |||||||||||||||||||||||||||
Byron Elton, former CEO, President, Acting CFO (4)
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2013
2012
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12,500 293,100 |
-
-
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-
-
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10,000 645,000 |
-
-
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-
-
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4,000
-
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26,500 938,100 | |||||||||||||||||||||||||||
(1)
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All other compensation consists of consulting fees paid.
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(2)
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Mr. Beifuss was appointed President and Chief Operating Officer effective May 10, 2013. On September 23, 2013, Mr. Beifuss was granted nonqualified stock options to purchase 12,000,000 shares of our common stock at an exercise price of $0.006 per share exercisable until September 23, 2020 in consideration for his services to us. These stock options vest 1/25th per month, commencing on October 23, 2013, on a monthly basis for as long as Mr. Beifuss is an employee or consultant of Carbon Sciences. The fair value of the stock option award to Mr. Beifuss was estimated using the Black-Scholes option pricing model. The estimated fair value was determined based on the market price of the Company’s stock on the date of grant.
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(3)
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On May 31, 2013, we entered into a convertible promissory note in exchange for services rendered by Mr. Beifuss in the amount of $15,000. Subsequently in 2013, Mr. Beifuss contributed the note to capital.
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(4)
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Mr. Elton was appointed President and Chief Operating Officer on January 5, 2009 and as Chief Executive Officer and Chairman on May 20, 2009. He resigned from these positions effective May 10, 2013 and serves as the Chairman of the Board. On September 23, 2013, Mr. Elton was granted nonqualified stock options to purchase 2,000,000 shares of our common stock at an exercise price of $0.006 per share exercisable until September 23, 2020 in consideration for his services to us. These stock options vest 1/25th per month, commencing on October 23, 2013, on a monthly basis for as long as Mr. Elton is an employee or consultant of Carbon Sciences. The fair value of the stock option awards to Mr. Elton were estimated using the Black-Scholes option pricing model. The estimated fair value was determined based on the market price of the Company’s stock on the date of each grant.
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Named and Principal
Position
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Grant Date
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All Other Option Awards: Number of Securities Underlying Options (#) (1)
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Exercise Price of Option Awards ($/share)
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Grant Date Fair Value of Stock and Option Awards ($) (2)
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|||||||||
(a)
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(b)
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(j)
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(k)
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(l)
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|||||||||
William Beifuss, CEO, President and Acting CFO
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9/23/2013
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12,000,000 | 0.006 | 60,000 | |||||||||
Byron Elton, Former CEO, President and Acting CFO
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9/23/2013
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2,000,000 | 0.006 | 10,000 |
(1)
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Options vest monthly over 25 months.
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(2)
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The fair value of the stock option awards was estimated using the Black-Scholes option pricing model. The estimated fair value was determined based on the market price of the Company’s stock on the date of grant.
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Name
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Number of Securities Underlying Unexercised Options Exercisable
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Number of Securities Underlying Unexercised Options Unexercisable
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Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
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Option Exercise Price
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Option Exercise Date
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William Beifuss, CEO, President, and Acting CFO(1)
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1,440,000 | 10,560,000 | - | $ | 0.006 |
9/23/2020
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Byron Elton, Former CEO, President, and Acting CFO(2)
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240,000 | 1,760,000 | - | $ | 0.006 |
9/23/2020
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(1)
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On September 23, 2013, Mr. Beifuss was granted nonqualified stock options to purchase 12,000,000 shares of our common stock at an exercise price of $0.006 per share exercisable until September 23, 2020 in consideration for his services to us. These stock options vest 1/25th per month, commencing on October 23, 2013, on a monthly basis for as long as Mr. Beifuss is an employee or consultant of Carbon Sciences.
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(2)
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On September 23, 2013, Mr. Elton was granted nonqualified stock options to purchase 2,000,000 shares of our common stock at an exercise price of $0.006 per share exercisable until September 23, 2020 in consideration for his services to us. These stock options vest 1/25th per month, commencing on October 23, 2013, on a monthly basis for as long as Mr. Elton is an employee or consultant of Carbon Sciences.
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•
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The purchase price of the common stock subject to each incentive stock option will not be less than the fair market value (as set forth in the 2011 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted.
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•
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The dates on which each option (or portion thereof) will be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the committee delegated by the board of directors, in its discretion, at the time such option is granted. Unless otherwise provided in the grant agreement, in the event of a change of control (as set forth in the Incentive Stock Plan), the committee delegated by the board may accelerate the vesting and exercisability of outstanding options all unvested shares shall immediately become vested;
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•
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Any option granted to an employee of ours will become exercisable over a period of no longer than five years. No option will in any event be exercisable after ten years from, and no Incentive Stock Option granted to a ten percent stockholder will become exercisable after the expiration of five years from, the date of the option;
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•
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No option will be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2011 Plan will be subject to execution, attachment or other process;
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•
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In the event of any change in our outstanding common stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the board of directors or the committee delegated by the board may adjust proportionally (a) the number of shares of common stock (i) reserved under the 2011 Plan, (ii) available for Incentive Stock Options and Non-statutory Options and (iii) covered by outstanding stock awards or restricted stock purchase offers; (b) the exercise prices related to outstanding grants so that each optionee’s proportionate interest is maintained as immediately before such event; and (c) the appropriate fair market value and other price determinations for such grants. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the board of directors or the committee delegated by the board of directors will be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code, applies, and other grants by means of substitution of new grant agreements for previously issued grants or an assumption of previously issued grants.
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•
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each of our directors;
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•
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each of our named executive officers;
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•
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our directors and executive officers as a group, and persons or groups known by us to own beneficially 5% or more of our common stock:
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Common Stock Beneficially Owned
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||||||||
Name of Beneficial Owner
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Shares
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Percent (1)
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||||||
Executive Officers and Directors:
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William Beifuss (2)
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4,315,375 | 3.81 | % | |||||
Byron Elton (3)
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622,500 | 0.56 | % | |||||
Daniel Nethercott
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6,250 | 0.01 | % | |||||
All Executive Officers and Directors as a Group
(3 persons)
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4,944,125 | 4.35 | % |
(1)
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Based upon 109,856,687 shares issued and outstanding as of March 14, 2014.
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(2)
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Includes 3,360,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of March 14, 2014.
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(3)
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Includes 560,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of March 14, 2014.
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3.1
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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).
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3.2
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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).
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3.3
|
Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on May 9, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 16, 2011).
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3.4
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Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 1, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 4, 2011).
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3.5
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Bylaws of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007).
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4.3
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Form of Warrant issued in connection with Stock Purchase Agreement entered into between the Company and the Purchasers, signatory thereto. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.1
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Lease agreement with Ekwill Street, L.P. (as amended). (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.2
|
Exclusive License Agreement between Carbon Sciences, Inc. and the University of Saskatchewan dated December 23, 2010. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.3
|
Consulting Agreement dated as of March 30, 2011 between Carbon Sciences, Inc. and Emerging Fuels, Technology, Inc. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.4
|
Form of Stock Purchase Agreement entered into between the Company and the Purchasers, signatory thereto. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.5
|
Stock Option Agreement between Carbon Sciences, Inc. and Byron Elton. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.6
|
Carbon Sciences, Inc. 2011 Equity Incentive Plan. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)
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10.7
|
Consulting Agreement between Carbon Sciences, Inc. and Howard Fong, dated December 8, 2011. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on January 9, 2012)
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10.8
|
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)
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10.9
|
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)
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10.10
|
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)
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10.11
|
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)
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10.12*
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Consulting Agreement between Carbon Sciences, Inc. and William Beifuss, dated May 31, 2013
|
14.1
|
Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 26, 2008).
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Carbon Sciences, Inc.
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||
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||
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|
||
Date: March 31, 2014
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|
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By:
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/s/ William Beifuss
|
|
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|
|
CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) AND ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
|
||
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SIGNATURE
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TITLE
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|
DATE
|
/s/ William Beifuss
William Beifuss
|
|
CHIEF EXECUTIVE OFFICER, PRESIDENT, AND ACTING CHIEF FINANCIAL OFFICER
|
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March 31, 2014
|
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|
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/s/ Byron Elton
Byron Elton
|
|
CHAIRMAN OF THE BOARD OF DIRECTORS
|
|
March 31, 2014
|
/s/ Daniel Nethercott
|
|
DIRECTOR
|
|
March 31, 2014
|
Daniel Nethercott
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets
|
F-3
|
Statements of Operations
|
F-4
|
Statements of Stockholders’ Deficit
|
F-5
|
Statements of Cash Flows
|
F-12
|
Notes to Financial Statements
|
F-13
|
CARBON SCIENCES, INC.
|
(A Development Stage Company)
|
BALANCE SHEETS
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CARBON SCIENCES, INC.
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(A Development Stage Company)
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STATEMENTS OF OPERATIONS
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From Inception on August 25, 2006 through December 31, 2013
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Years Ended
December 31,
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2013
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2012
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REVENUE
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$ | - | $ | - | $ | - | ||||||
OPERATING EXPENSES:
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General and administrative
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470,363 | 1,829,698 | 8,818,284 | |||||||||
Research and development
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439 | 139,706 | 1,245,808 | |||||||||
Depreciation and amortization
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2,354 | 23,394 | 111,774 | |||||||||
Total operating expenses
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473,156 | 1,992,798 | 10,175,866 | |||||||||
LOSS FROM OPERATIONS
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(473,156 | ) | (1,992,798 | ) | (10,175,866 | ) | ||||||
OTHER INCOME (EXPENSE):
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Interest income
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- | - | 39,521 | |||||||||
Rental income
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14,250 | - | 14,250 | |||||||||
Loss on sale of asset
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- | (74,078 | ) | (69,033 | ) | |||||||
Loss on foreign exchange
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- | - | (2,327 | ) | ||||||||
Impairment of intangible assets
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- | (88,147 | ) | (88,147 | ) | |||||||
Loss on settlement of debt
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(25,195 | ) | (705 | ) | (25,900 | ) | ||||||
Gain on forgiveness of debt
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20,000 | 102,000 | 122,000 | |||||||||
Incentive fees
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- | (1,079,800 | ) | (1,079,800 | ) | |||||||
Loss on change in derivative liability
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(2,267,693 | ) | (73,259 | ) | (2,340,952 | ) | ||||||
Penalties
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- | (288 | ) | (382 | ) | |||||||
Interest expense
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(765,708 | ) | (66,083 | ) | (842,696 | ) | ||||||
Total other income (expense)
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(3,024,346 | ) | (1,280,360 | ) | (4,273,466 | ) | ||||||
LOSS BEFORE INCOME TAXES
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(3,497,502 | ) | (3,273,158 | ) | (14,449,332 | ) | ||||||
PROVISION FOR INCOME TAXES
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- | - | - | |||||||||
NET LOSS
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$ | (3,497,502 | ) | $ | (3,273,158 | ) | $ | (14,449,332 | ) | |||
NET LOSS PER SHARE, BASIC
AND DILUTED
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$ | (0.13 | ) | $ | (0.30 | ) | ||||||
WEIGHTED AVERAGE SHARES
OUTSTANDING, BASIC AND
DILUTED
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27,969,047 | 10,772,767 | ||||||||||
CARBON SCIENCES, INC.
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(A Development Stage Company)
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STATEMENTS OF STOCKHOLDERS’ DEFICIT
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Preferred Stock
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Common Stock
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Additional
Paid-in
Capital
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Stock
Subscriptions
Payable
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Deficit
Accumulated
During the
Development
Stage
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Total
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Shares
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Amount
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Shares
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Amount
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Inception, August 25, 2006
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Issuance of common stock for cash in September 2006 (2,487,500 shares issued at $0.01 per share)
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- | - | 2,487,500 | 2,487 | 22,388 | - | - | 24,875 | ||||||||||||||||||||||||
Issuance of common stock for cash in September 2006 (175,000 shares issued at $0.60 per share)
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- | - | 175,000 | 175 | 104,825 | - | - | 105,000 | ||||||||||||||||||||||||
Issuance of common stock for cash in October 2006 (525,000 shares issued at $0.60 per share)
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- | - | 525,000 | 525 | 314,475 | - | - | 315,000 | ||||||||||||||||||||||||
Issuance of common stock for cash in November 2006 (9,750 shares issued at $4.00 per share)
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- | - | 9,750 | 10 | 38,990 | - | - | 39,000 | ||||||||||||||||||||||||
Issuance of common stock for cash in December 2006 (13,875 shares issued at $4.00 per share)
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- | - | 13,875 | 14 | 55,486 | - | - | 55,500 | ||||||||||||||||||||||||
Net loss from inception through December 31, 2006
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- | - | - | - | - | - | (413,641 | ) | (413,641 | ) | ||||||||||||||||||||||
Balance at December 31, 2006
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- | - | 3,211,125 | 3,211 | 536,164 | - | (413,641 | ) | 125,734 | |||||||||||||||||||||||
Issuance of common stock for cash in January 2007 (6,375 shares issued at $4.00 per share)
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- | - | 6,375 | 6 | 25,494 | - | - | 25,500 | ||||||||||||||||||||||||
Issuance of common stock for cash in March 2007 (72,500 shares issued at $4.00 per share)
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- | - | 72,500 | 73 | 289,927 | - | - | 290,000 |
CARBON SCIENCES, INC.
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(A Development Stage Company)
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STATEMENTS OF STOCKHOLDERS’ DEFICIT (continued)
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Preferred Stock
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Common Stock
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Additional
Paid-in
Capital
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Stock
Subscriptions
Payable
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Deficit
Accumulated
During the
Development
Stage
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Total
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Shares
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Amount
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Shares
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Amount
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Issuance of common stock for cash in May 2007 (44,250 shares issued at $4.00 per share)
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- | - | 44,250 | 44 | 176,956 | - | - | 177,000 | ||||||||||||||||||||||||
Issuance of common stock for cash in May 2007 (36,250 shares issued at $4.00 per share)
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- | - | 36,250 | 36 | 144,964 | - | - | 145,000 | ||||||||||||||||||||||||
Issuance of common stock for cash in July 2007 (281,250 shares issued at $4.00 per share)
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- | - | 281,250 | 281 | 1,124,719 | - | - | 1,125,000 | ||||||||||||||||||||||||
Issuance of common stock for services in July 2007 (36,800 shares issued at $4.00 per share)
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- | - | 36,800 | 37 | 147,163 | - | - | 147,200 | ||||||||||||||||||||||||
Issuance of common stock for services in September 2007 (12,500 shares issued at $6.00 per share)
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- | - | 12,500 | 13 | 74,987 | - | - | 75,000 | ||||||||||||||||||||||||
Stock issuance cost
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- | - | - | - | (265,200 | ) | - | - | (265,200 | ) | ||||||||||||||||||||||
Issuance of common stock for cash in December 2007 (7,500 shares issued at $6.00 per share)
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- | - | 7,500 | 8 | 44,992 | - | - | 45,000 | ||||||||||||||||||||||||
Net loss
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- | - | - | - | - | - | (878,679 | ) | (878,679 | ) | ||||||||||||||||||||||
Balance at December 31, 2007
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- | - | 3,708,550 | 3,709 | 2,300,166 | - | (1,292,320 | ) | 1,011,555 | |||||||||||||||||||||||
Stock subscriptions payable
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- | - | - | - | - | 62,000 | - | 62,000 | ||||||||||||||||||||||||
Net loss
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- | - | - | - | - | - | (1,041,721 | ) | (1,041,721 | ) | ||||||||||||||||||||||
Balance at December 31, 2008
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- | - | 3,708,550 | 3,709 | 2,300,166 | 62,000 | (2,334,041 |