UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

Amendment No. 2

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|þ |  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended March 31, 2012.

|  |  |                                                                
|- |  | ---------------------------------------------------------------
|o |  | Transition report under Section 13 or 15(d) of the Exchange Act



For the transition period from  _______to _______.



Commission file number 000-28761



CARBONICS CAPITAL CORPORATION



(Exact name of registrant as specified in
its Charter)

|                                                                                        |  |                                                                
|--------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|Delaware
        (State or other jurisdiction of
        incorporation or organization) |  | 22-3328734
        (I.R.S. Employer
        Identification No.)



100 Overlook Center, 2nd Floor

Princeton, NJ 08540

(Address of Principal Executive Offices)



(905) 673-8501

(Registrant’s Telephone Number, Including
Area Code)



Indicate by check mark whether the Issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.



YesþNoo



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer and “smaller reporting company” in Rule 12b-2 or the Exchange Act. (Check one):



|Large Accelerated filer |  ̈ | Accelerated Filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-Accelerated Filer   |  ̈ | Smaller Reporting Company | þ

(Do not check if a smaller reporting company)



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)



YesoNoþ



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).



YesoNoþ



As of May 21, 2012 the Registrant had the following number of
shares of its capital stock outstanding: 2,879,307,140 shares of Common Stock, par value $0.0001, and 921,890 shares of Series
C Preferred Stock, par value $0.001, which are convertible, in accordance with their terms, into a number of shares of Common Stock
equal to 73.75% of the fully diluted outstanding shares of Common Stock.













EXPLANATORY NOTE



The sole purpose of this Amendment No.
2 to Carbonics Capital Corporation’s quarterly report on Form 10-Q for the period ended March 31, 2012, filed with the Securities
Exchange Commission (”SEC”) on May 21, 2011 (“Form 10-Q”), is to amend and restate Item 4. Controls and
Procedures of the Form 10-Q to modify certain disclosures regarding the Company's evaluation of its disclosure controls and procedures
that were contained in Amendment No. 1 to the Form 10-Q, which was filed with the SEC on June 19, 2012. The amended and restated
Item 4 of the Form 10-Q reflecting such modified disclosures is set forth below.



| | Item 4. | Controls and Procedures
| | ------- | -----------------------



Evaluation of Disclosure Controls and Procedures



In connection with the preparation of this
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, our management, including our principal executive
officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures,
as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange
Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based on this evaluation, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures were not effective as of March 31, 2012.



Management's Report on Internal Control Over Financial Reporting



Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statement
for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations
in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation
of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment
in evaluating the cost-benefit relationship of possible controls. Our management assessed the effectiveness of our internal controls
over financial reporting for the quarter ended March 31, 2012 based on the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, our management
concluded that during the period covered by this report, our internal controls over financial reporting were not effective. Management
has identified the following material weaknesses in our internal controls over financial reporting:





2







• lack of documented
policies and procedures;



• there
is no effective separation of duties, which includes monitoring controls, between the members of management; and



• lack of resources to account
for complex and unusual transactions



Management is currently evaluating what
steps, if any, can be taken in order to address these material weaknesses in light of our current management structure.



Changes in Internal Control over Financial
Reporting



During the fiscal quarter ended March 31,
2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



No other changes have been made to the
Form 10-Q. This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred
subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.



ITEM 6. EXHIBITS



(a) Exhibits  ̈



See the Exhibit Index following the signature page to this Form
10-Q/A.





3







SIGNATURES



In accordance with the requirements of the
Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    | CARBONICS CAPITAL CORPORATION |                                
|------------------- | ----------------------------- | -------------------------------
|                    |                               |                                
|Date: June 29, 2012 | By:                           | /s/ Stephen J. Schoepfer       
|                    |                               | Name:  Stephen J. Schoepfer    
|                    |                               | Title:  Chief Executive Officer
|                   
|                    |                               |                                
|Date: June 29, 2012 | By:                           | /s/ Stephen J. Schoepfer       
|                    |                               | Name:  Stephen J. Schoepfer    
|                    |                               | Title:  Chief Financial Officer
|                   





4







EXHIBIT INDEX





|         |  |                                                                                                                
|-------- |  | ---------------------------------------------------------------------------------------------------------------
|*31.1(a) |  | Section 302 Certification of Chief Executive Officer                                                           
|         |  |                                                                                                                
|†31.1(b) |  | Section 302 Certification of Chief Executive Officer (Amendment No. 2 to Form 10-Q)                            
|         |  |                                                                                                                
|*31.2(a) |  | Section 302 Certification of Chief Financial Officer                                                           
|         |  |                                                                                                                
|†31.2(b) |  | Section 302 Certification of Chief Financial Officer (Amendment No. 2 to Form 10-Q)                            
|         |  |                                                                                                                
|*32.1(a) |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer                               
|         |  |                                                                                                                
|†32.1(b) |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer (Amendment No. 2 to Form 10-Q)
|         |  |                                                                                                                

________________



* Filed or furnished with the initial filing
of this Form 10-Q filed on May 21, 2012.



† Filed herewith