UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


(Mark
One)


T
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2007o
            TRANSITION
      REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE TRANSITION PERIOD FROM __________ TO
__________









COMMISSION
FILE NUMBER: 333-144931





CARBON SCIENCES,
INC.


(Name of
registrant in its charter)





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





50 Castilian Dr. Suite C,
Santa Barbara, CA 93117


(Address
of principal executive offices) (Zip Code)





Issuer’s
telephone Number: (805)
690-9090





Securities
registered under Section 12(b) of the Exchange Act: None.





Securities
registered under Section 12(g) of the Exchange Act: Common Stock:
None





Indicate by check mark whether the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes o  No x





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




Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o




Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            Accelerated
      fileroNon-accelerated
      filero
            Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No x





The
aggregate market value of the common stock held by non-affiliates of the
registrant, based upon the last sale price of the common stock reported on the
OTC-Bulletin Board on December 31, 2007 was $27,045,760.










i









The
number of shares of registrant’s common stock outstanding, as of March 19,
2008  was 148,342,000.




DOCUMENTS
INCORPORATED BY REFERENCE










ii




TABLE
OF CONTENTS







PagePART
      IItem
      1.       Description of
      Business
            1Item
      1A.    Risk Factors
            3Item
      2.       Properties
            8Item
      3.       Legal
    Proceedings
            8Item
      4.       Submission of Matters to a
      Vote of Security Holders
            8PART
      IIItem
      5.       Market for Common Equity and
      Related Stockholder Matters
            8Item
      6.       Selected Financial
      Data
            10Item
      7.       Management’s Discussion and
      Analysis or Plan of Operation
            10Item
      8.       Financial Statements and
      Supplementary Data
            12Item
      9.       Changes In and Disagreements
      with Accountants on Accounting and Financial Disclosure
            12Item
      9A.    Controls and Procedures
            13Item
      9B.     Other Information
            13PART
      IIIItem
      10.     Directors, Executive Officers, Promoters
      and Control Persons;Compliance With Section 16(a) of the Exchange
      Act
            13Item
      11.     Executive Compensation
            15Item
      12.     Security Ownership of Certain Beneficial
      Owners and Managementand
      Related Stockholder Matters
            17Item
      13.     Certain Relationship and Related
      Transactions
            17Item
      14.     Principal Accountant Fees and
      Services
            17Item
      15.     Exhibits
            18SIGNATURES
            19







PART
I





ITEM
1.       DESCRIPTION OF
BUSINESS.








INTRODUCTION





Carbon
Sciences, Inc., is 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 GreenCarbonTM 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.





GreenCarbonTM
Technology is initially targeted at 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.





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
GreenCarbonTM 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 GreenCarbonTM Technology and system. Carbon
Sciences has purchased and developed  research apparatus
which enables it to refine its’ methodology and demonstrate its
technology.  The company plans on developing a mini-pilot plant
that will be a significant step in the production of a commercially viable
GreenCarbonTM Technology system.






1





Marketing
Strategy





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





Our
marketing communications strategy will include media and analyst communication,
blogs, and selected trade show attendance. We will be using appropriate
opportunities 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 GreenCarbonTM, 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.





Competition





The
carbon capture and storage industry is a fairly 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. BP has considered a trial of large-scale sequestration
of carbon dioxide stripped from power plant emissions in the Miller oilfield as
its reserves are depleted. The United States government has delayed the
construction of what is claimed to be the world's first integrated carbon
capture and storage power plant, FutureGen.





2





Technology
Development Partners





We may
enter into technology development partnerships with other
companies.




EMPLOYEES





As of
March 19, 2008 we had one (1) employee. We have not experienced any work
stoppages and we consider relations with our employees to be good.








ITEM
1A.       RISK FACTORS





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:


·
            competition;·
            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.






3






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.






4







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.











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.






5




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 41.64%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




BECAUSE
THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY
IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT
PRICE SWINGS.





There is
a very limited market for our common stock. Since trading commenced in September
2007, there has been little activity in our common stock and on some days there
is no trading in our common stock. Because of the limited market for our common
stock, the purchase or sale of a relatively small number of shares may have an
exaggerated effect on the market price for our common stock. We cannot assure
stockholders that they will be able to sell common stock or, that if they are
able to sell their shares, that they will be able to sell the shares in any
significant quantity at the quoted price.





6





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 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.




OUR
COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.




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.







7








WE
DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE
LIMITED TO THE VALUE OF OUR COMMON STOCK.





We do not
currently anticipate paying cash dividends in the foreseeable future. The
payment of dividends on our Common Stock will depend on earnings, financial
condition and other business and economic factors affecting it at such time as
the board of directors may consider relevant. Our current intention is to apply
net earnings, if any, in the foreseeable future to increasing our capital base
and development and marketing efforts. There can be no assurance that the
Company will ever have sufficient earnings to declare and pay dividends to the
holders of our Common Stock, and in any event, a decision to declare and pay
dividends is at the sole discretion of the our Board of Directors. If we do not
pay dividends, our Common Stock may be less valuable because a return on your
investment will only occur if its stock price appreciates.








ITEM
2.      PROPERTIES.





Our
principal office is located at 50 Castilian Dr. Suite C, Santa Barbara,
California 93117. We lease approximately 1700 square feet, with an annual cost
of $12,000. The term of the lease is month to month.





ITEM
3.       LEGAL PROCEEDINGS.





We are not currently a party to, nor is any of our
property currently the subject of, any pending legal proceeding that will have a
material adverse effect on our business. None of our directors, officers or
affiliates is involved in a proceeding adverse to our business or has a material
interest adverse to our business.








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





No matter
was submitted to a vote of security holders during the fourth quarter of the
fiscal year covered by this report.





PART
II





ITEM
5.       MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.








On
September 28, 2007, our common stock became eligible for quotation on the NASD's
OTC Bulletin Board under the symbol "CABN.OB."





For the
periods indicated, the following table sets forth the high and low bid prices
per share of common stock. These high and low bid prices represent prices quoted
by broker-dealers on the OTC Bulletin Board. These prices represent inter-dealer
quotations without retail markup, markdown, or commission and may not
necessarily represent actual transactions.





Fiscal
      2008
            
            
            Fiscal
      2007Quarter
      Ended
            
            High
            
            
            Low
            
            
            High
      *
            
            
            Low*March
      31
            
            $
            0.39
            **
            
            $
            0.24
            **
            
            
            N/A
            
            
            
            N/AJune
      30
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/ASeptember
      30
            
            
            N/A
            
            
            
            N/A
            
            
            $
            0.22
            
            
            $
            0.20December
      31
            
            
            N/A
            
            
            
            N/A
            
            
            $
            0.36
            
            
            $
            0.15





*Our
common stock became eligible for quotation on the NASD's OTC Bulletin Board on
September 28, 2007.


**
Through March 19, 2008.





8





Common
Stock





Our
Articles of Incorporation, as amended, authorize the issuance of 500,000,000
shares of common stock, $.001 par value per share. Holders of shares of common
stock are entitled to one vote for each share on all matters to be voted on by
the stockholders. Holders of common stock have cumulative voting rights. Holders
of shares of common stock are entitled to share ratably in dividends, if any, as
may be declared, from time to time by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution, or winding up of our company, the holders of shares of common
stock are entitled to share pro rata all assets remaining after payment in
full of all liabilities. Holders of common stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or sinking
fund provisions with respect to such shares.





As of
March 18, 2008, our common stock was held by 136 stockholders of record and we
had 148,342,000 shares of common stock issued and outstanding. We believe that
the number of beneficial owners is substantially greater than the number of
record holders because a significant portion of our outstanding common stock is
held of record in broker street names for the benefit of individual investors.
The transfer agent of our common stock is Computershare Investor Services, 250
Royall Street Canton, MA 02021.





Dividend Policy




We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the board of directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant. 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 (April
24, 2006) through December 31, 2007.






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-











9





Unregistered
Sales of Equity Securities





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.





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 approximately $1,594,200 in shares of our common stock, or a total of
15,942,000 shares.





* All of
the above offerings and sales were deemed or determined by Carbon Sciences, Inc.
to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities
Act of 1933, as amended. No advertising or general solicitation was employed in
offering the securities. The offerings and sales were made to a limited number
of persons, all of whom were accredited investors, business associates of Carbon
Sciences, Inc. or executive officers of Carbon Sciences, Inc., and transfer was
restricted by Carbon Sciences, Inc. in accordance with the requirements of the
Securities Act of 1933. In addition to representations by the above-referenced
persons, we have made independent determinations that all of the
above-referenced persons were accredited or sophisticated investors, and that
they were capable of analyzing the merits and risks of their investment, and
that they understood the speculative nature of their investment.





ITEM
6.       SELECTED FINANCIAL DATA





N/A








ITEM
7.       MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.





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."




OVERVIEW




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 GreenCarbonTM 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.






10







GreenCarbonTM
Technology is initially targeted at 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.








RESULTS
OF OPERATIONS - YEAR ENDED DECEMBER 31, 2007 COMPARED TO THE YEAR ENDED DECEMBER
31, 2006





SELLING
& MARKETING EXPENSES





Selling
& Marketing Expenses ("S&M") expenses increased by $315,681 or 97.84% to
$638,339 for the year ended December 31, 2007, compared to the prior year. This
increase in S&M expenses was the result of an increase in marketing and
consulting fees.





GENERAL
AND ADMINISTRATIVE EXPENSES





General
and administrative  ("G&A") expenses increased by $98,568 or
108.34% to $189,551 for the year ended December 31, 2007, compared to the prior
year. This increase in G&A expenses was the result of an increase in
professional fees.





RESEARCH
AND DEVELOPMENT





Research
and Development ("R&D") costs increased by $70,683 for the year ended
December 31, 2007 compared to the prior year. This increase in R&D costs was
the result of an increase in testing of product alternatives, and construction
of a prototype,





NET
LOSS





Net
Loss increased by $(465,038) or (112.43)%, to $(878,679) for the year ended
December 31, 2007, compared to the prior year.  This increase in Net
Loss was the result of an increase in G&A expenses and R&D. Currently
the Company is in its development stage and had no revenues.








LIQUIDITY
AND CAPITAL RESOURCES





As
of December 31, 2007, we had $942,782 of working capital as compared to $109,578
from inception (August 25, 2006) through the fiscal year ended December 31,
2006. This increase of $833,204 was due primarily to proceeds from private
placements.





During
the year ended  December 31, 2007, the Company used $872,747 of cash
for operating activities, as compared to $446,674 cash used from inception
(August 25, 2006) through the fiscal year ended December 31, 2006. The increase
in the use of cash for operating activities was a result of an increase in legal
and consulting fees, general and administrative expenses, and research &
development.





Cash
used by investing activities was $882,356 for the year ended December 31, 2007
as compared to cash used of $17,559 from inception (August 25, 2006) through the
fiscal year ended December 31, 2006. The increase of cash used in investing
activities was primarily due to an increase in investing in certificates of
deposits and purchase of research equipment.






11





Cash
provided from financing activities during the year ended December 31, 2007 was
$1,689,500 as compared to $539,375 from inception (August 25, 2006) through
fiscal year ended December 31, 2006. Our capital needs have primarily been met
from the proceeds of private  placements, as we are currently in the
development stage and had no revenues.





Our financial statements as of
December 31, 2007 have been prepared under the assumption that we will continue
as a going concern from inception (August 25, 2006) through December 31, 2007.
Our independent registered public accounting firm has issued their report dated
March 20, 2008 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.








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.





Our plan
of operation within the next twelve months is to utilize our cash balances to
continue research and development of our carbon transformation technology and
complete a demonstrable prototype.  We believe that our current cash
and investment balances will be sufficient to support development activity and
general and administrative expenses for the next twelve months. Management
estimates that it will require additional cash resources during 2008, based upon
its current operating plan and condition. We will be investigating additional
financing alternatives, including equity and/or debt financing. There is no
assurance that capital in any form would be available to us, and if available,
on terms and conditions that are acceptable. If we are unable to obtain
sufficient funds during the next twelve months, we may be forced to reduce the
size of our organization, which could have a material adverse impact on, or
cause us to curtail and/or cease, the development of our products.





ITEM
8.       FINANCIAL STATEMENTS.





All
financial information required by this Item is attached hereto at the end of
this report beginning on page F-1 and is hereby incorporated by
reference.




ITEM
9.       CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





None








12




ITEM
9A.   CONTROLS AND PROCEDURES.





(a) Evaluation of Disclosure Controls
and Procedures. Based on an evaluation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended) required by paragraph (b) of
Rule 13a-15 or Rule 15d-15, as of December 31, 2007, our Chief
Executive Officer and Acting Chief Financial Officer has concluded that our
disclosure controls and procedures were effective in ensuring that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms. Our Chief Executive
Officer and Acting Chief Financial Officer also concluded that, as of December
31, 2006, our disclosure controls and procedures were effective in ensuring that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Acting Chief Financial Officer, to
allow timely decisions regarding required disclosure.





(b) Changes in Internal Controls.
During the year ended December 31, 2007, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.








Management’s
Report of Internal Control over Financial Reporting.





This annual report does not include a
report of management’s assessment regarding internal control over financial
reporting or an attestation report of the Company’s registered public accounting
firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.











ITEM
9B.OTHER INFORMATION.





None.





PART
III





ITEM
10.       DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.





The
following table sets forth information about our executive officers, key
employees and directors as of December 31, 2007.





Name
            
            Age
            
            PositionDerek
      McLeish
            
            61
            
            Chief
      Executive Officer, President and Acting Chief Financial
      OfficerMichael
      Stone
            
            54
            
            DirectorDaniel
      Elenbaas
            
            44
            
            Director





Directors
serve until the next annual meeting and until their successors are elected and
qualified. The Directors of our company are elected by the vote of a
majority in interest of the holders of the voting stock of our company and hold
office until the expiration of the term for which he or she was elected and
until a successor has been elected and qualified.





A
majority of the authorized number of directors constitutes a quorum of the Board
for the transaction of business. The directors must be present at the meeting to
constitute a quorum. However, any action required or permitted to be taken by
the Board may be taken without a meeting if all members of the Board
individually or collectively consent in writing to the action.











13






Directors
may receive compensation for their services and reimbursement for their expenses
as shall be determined from time to time by resolution of the Board. Our
directors currently do not receive monetary compensation for their service on
the Board of Directors.




Officers
are appointed to serve for one year until the meeting of the board of directors
following the annual meeting of stockholders and until their successors have
been elected and qualified.




The
principal occupations for the past five years (and, in some instances, for prior
years) of each of our executive officers and directors, followed by our key
employees, are as follows:




Derek McLeish- President,
Chief Executive Officer, Acting Chief Financial Officer and Chairman of the
Board. Mr. McLeish has over 30 years of domestic and international corporate
management, marketing and sales experience in the areas of technology, and
software. Prior to founding Carbon Sciences, Mr. McLeish was the President and
CEO of Digital Interactive System Corporation, Inc., a digital distribution
company, from 2004 to 2005. From 2003 to 2004, Mr. McLeish served as the
President and CEO of Broadband Group, a consulting company. Prior to that, he
was the Chief Operating Officer of NetCatalyst, Inc., a technology incubator
company, from 2000 to 2002. In his career as senior executive of companies, such
as DISCover, Hasbro/MicroProse, The Gillette Company, Atari, Panavision and
Activision, Mr. McLeish was responsible for driving innovative strategic
direction and successfully creating stockholder value by developing new markets
and lines of business. At The Gillette Company, Mr. McLeish managed a large
manufacturing plant producing billions of high value parts per year. At
Panavision, Mr. McLeish was responsible for worldwide manufacturing. He served
on the Board of Directors of Amaze, the largest independent interactive
game developer in North America. Mr. McLeish undertook his MBA studies at
Pepperdine University and received his BS from the California State University
at Long Beach.





Daniel Elenbaas- Director.
Mr. Elenbaas has over 20 years experience as a technology entrepreneur. From
1997 to 2007, was the President and CEO of Amaze Entertainment, Inc. Mr.
Elenbaas recently sold Amaze Entertainment, Inc. which he founded in 1996 and
built into one of the world's largest, most successful independent video game
development companies. Amaze Entertainment created dozens of best-selling
games, many based on major entertainment brands such as Harry Potter and The
Lord of the Rings. Under his leadership, Amaze developed over 90 game titles
which sold in excess of 30 million units accounting for over $1 billion in
retail sales. Prior to that, Mr. Elenbaas started, funded, and sold, amaze inc!,
a consumer software developer/publisher that enjoyed significant success with
its best-selling calendar software based on The Far Side comic and other popular
content.  He received a BA in Political Science from Brigham Young
University in Provo, Utah.





Michael Stone -Director. Mr.
Stone is currently an independent management consultant. From 1999 to 2004, he
was the co-founder and Chief Financial Officer of CardioNow, a medical imaging
software company. Over the years, Mr. Stone has provided consulting services in
strategy, marketing, litigation support and business development to many
technology companies including Symantec, Microsoft, Earthlink, Avery Dennison,
Creative Labs and Toshiba. In his over 25 years of experience he has served as a
McKinsey and Company consultant, product marketing director at Ashton-Tate, VP
Marketing at Citrix Systems and Quarterdeck Software.  He has also served
on the Advisory Board and Board of Directors for Persistence Software,
IntelliQuest and iTaggit.  Mr. Stone received his MBA and BBA from the
University of Texas at Austin.




Scientific
Advisors





Dr.
Michael Wyrsta





Michael
D. Wyrsta, inventor of our GreenCarbon Technology, has more than 10 years of
technical experience in chemistry and novel materials as well as business
experience in multiple technical start-up ventures. Dr. Wyrsta recently served
as the Senior Chemist at GRT, Inc., an innovator in the commercialization of
processes in both the fuels and chemicals markets. At GRT, he directed the
research and development efforts for a number of large customers in the chemical
and petroleum industry in the area of novel materials and catalysts for the
conversion of natural gas to liquids and other chemicals. He previously served
as the Chief Technology Officer of SBA Materials, establishing strategic
business contracts, guiding intellectual property development and breaking new
ground in solid-state composite materials for the electronics, photonics and
pharmaceutical industries. Dr. Wyrsta holds a PhD in Materials from the
University of California at Santa Barbara.






14






COMMITTEES
OF THE BOARD




We
currently have no audit committee, compensation committee, nominations and
governance committee of our board of directors.




INDEBTEDNESS
OF EXECUTIVE OFFICERS AND DIRECTORS




No
executive officer, director or any member of these individuals' immediate
families or any corporation or organization with whom any of these individuals
is an affiliate is or has been indebted to us since the beginning of our last
fiscal year.





FAMILY
RELATIONSHIPS




There are
no family relationships among our executive officers and directors.




CODE
OF ETHICS




We have
adopted a Code of Ethics that applies to all of our directors, officers and
employees. The text of the Code of Ethics has been posted on Carbon Science’s
Internet website and can be viewed
at  www.carbonscience.com.  We are also attaching a copy of
the Code of Ethics as an exhibit to this Annual Report. Any waiver of the
provisions of the Code of Ethics for executive officers and directors may be
made only by the Audit Committee and, in the case of a waiver for members of the
Audit Committee, by the Board of Directors.  Any such waivers will be
promptly disclosed to our shareholders.







ITEM
11.EXECUTIVE COMPENSATION.





The
following table sets forth the compensation paid or accrued by us to our Chief
Executive Officer and President and Chief Operating Officer and each of our
other officers whose compensation exceeded $100,000 for each of the Company’s
last two completed fiscal years.








Name
      and
              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
            2007
            
            $
            175,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            175,000CFO
            2006
            
            $
            80,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            80,000






15







Outstanding
Equity Awards at Fiscal Year-End Table.





The
following table sets forth information with respect to grants of options to
purchase our common stock to the named executive officers at December 31,
2007.





Option
      Awards
            
            Stock
      AwardsName
            
            Number of
              Securities
              Underlying
              Unexercised
              Options
      (#) Exercisable
            
            Number of
              Securities
              Underlying
              Unexercised
              Options
      (#) Unexercisable
            
            Equity
              Incentive
              Plan
      Awards:
              Number
      of
              Securities
      Underlying
              Unexercised
              Unearned
              Options
      (#)
            
            Option
              Exercise
              Price
      ($)
            
            Option
              Expiration
              Date
            
            Number of Shares or Units of Stock That Have Not
              Vested
      (#)
            
            Market Value of Shares or Units of Stock That Have Not
              Vested
      ($)
            
            Equity
              Incentive
              Plan
      Awards: Number of
              Unearned
              Shares,
              Units
      or
              Other
      Rights
              That
      Have
              Not
              Vested
      (#)
            
            Equity Incentive
              Plan
      Awards:
              Market
      or Payout
              Value
      of
              Unearned
              Shares,
      Units or
              Other
              Rights
              That
      Have
              Not
              Vested
      ($)Derek
      W. McLeish CEO and Acting CFO
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-








16






Director
Compensation





The
following table sets forth with respect to the named directors, compensation
information inclusive of equity awards and payments made for the fiscal year
ended December 31, 2007.




Name
        (a)
            
            Fees
      Earned or Paid in Cash   ($)   (b)
            
            Stock
      Awards   ($)   (c)
            
            Option
        Awards ($)   (d)
            
            Non-Equity
      Incentive Plan Compensation ($)   (e)
            
            Change
      in Pension Value and Nonqualified Deferred Compensation Earnings  
      (f)
            
            All
      Other Compensation   ($)   (g)
            
            Total
        ($)   (h)Derek
      McLeish
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Michael
      Stone
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Daniel
      Elenbaas
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-




EMPLOYMENT
AGREEMENTS




We currently
have no employment agreements with our executive officers.





Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT





The
following table sets forth, as of March 19, 2008, the number of and percent of
our common stock beneficially owned by:




·
            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:




We
believe that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by
them.




A person
is deemed to be the beneficial owner of securities that can be acquired by him
within 60 days from January 18, 2008 upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person, and which are exercisable
within 60 days of January 18, 2008 have been exercised and
converted.




Title
      of Class
            
            Name
      of
              Beneficial
      Owner
            
            Number
      of Shares
              Beneficially
      Owned
            
            Percent
      of Total (1)Common
      Stock
            
            Derek
      McLeish
            
            
            49,750,000
            
            
            33.6%Common
      Stock
            
            Richard
      Travis Beifuss
            
            
            10,015,000
            
            
            6.8%Common
      Stock
            
            Michael
      Stone
            
            
            1,000,000
            
            
            .7%Common
      Stock
            
            Daniel
      Elenbaas
            
            
            1,000,000
            
            
            .7%Common
      Stock
            
            All
      Executive Officers and Directors as a Group (3 persons )
            
            
            51,750,000
            
            
            34.9%




*Less
than one percent.





(i) Based
upon 148,342,000 shares issued and outstanding as of March 19,
2008.








ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.







There
were no material related party transactions which we entered into from inception (August 25, 2006) to December 31, 2007.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit
Fees




The aggregate fees billable to us by HJ Associates & Consultants,
LLP during 2007 and 2006 for the audits of our annual financial statements for
the fiscal year totaled approximately $19,500 and $4,500,
respectively.





Audit-Related
Fees





We
incurred assurance and audit-related fees during 2007 and 2006 of $0 and $0
respectively, to HJ Associates & Consultants, LLP in connection with the
audit of the financial statements of the Company from August 25, 2006
(Inception) through December 31, 2007 for the reviews of registration statements
and issuance of related consents and assistance with SEC comment
letters.




Tax
Fees




We
incurred fees of $750 and $ 0 billed to us by HJ Associates & Consultants,
LLP for services rendered to us for tax compliance, tax advice, or tax planning
for the fiscal year ended December 31, 2006 and December 31, 2007,
respectively.






17






All
Other Fees




There
were no fees billed to us by HJ Associates & Consultants, LLP for services
rendered to us during the last two fiscal years, other than the services
described above under “Audit Fees” and “Audit-Related Fees.”




As of the
date of this filing, our current policy is to not engage HJ Associates &
Consultants, LLP to provide, among other things, bookkeeping services, appraisal
or valuation services, or international audit services. The policy provides that
we engage HJ Associates & Consultants, LLP to provide audit, tax, and other
assurance services, such as review of SEC reports or filings.





ITEM
15.EXHIBITS.





Exhibit
      No.
            Description3.1
            Articles
      of Incorporation of Carbon Sciences, Inc. filed with the Nevada
      Secretary of State on August 25, 2007. (Incorporated by reference to the
      Company’s Registration Statement on Form SB-2 filed on July 27,
      2007)3.2
            Articles
      of Amendment of Articles of Incorporation of Carbon Sciences, Inc. filed
      with the Nevada Secretary of State on April 9, 2007 (Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007)3.4
            Bylaws
      of Carbon Sciences, Inc. (Incorporated by reference to the Company’s
      Registration Statement on Form SB-2 filed on July 27,
  2007)5.1
            Opinion
      of Sichenzia Ross Friedman Ference LLP. (Incorporated by reference to the
      Company’s Registration Statement on Form SB-2 filed on July 27,
      2007)10.1
            Form
      of Subscription Agreement dated as of September 18, 2006 (Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007)10.2
            Form
      of Subscription Agreement dated as of October 2, 2006(Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007)10.3
            Form
      of Subscription Agreement dated as of March 1, 2007(Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007)10.4
            Form
      of Subscription Agreement dated as of April 16, 2007(Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007)14.1*
            Code
      of Ethics31.1*
            Certification
      by Chief Executive Officer and Chief Financial Officer pursuant to
      Sarbanes-Oxley Section 302 (filed herewith).32.1*
            Certification
      by Chief Executive Officer and Acting Chief Financial Officer pursuant to
      18 U.S.C. Section 1350 (filed
herewith).





*Filed
herewith





18





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on March 25,
2008.


.








Carbon
      Sciences, Inc.By:
            /s/
      Derek McLeishCHIEF
      EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) AND ACTING CHIEF FINANCIAL
      OFFICER (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)








Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated:








SIGNATURE
            
            TITLE
            
            DATE/S/Derek
      McLeish
            
            CHIEF
      EXECUTIVE OFFICER (PRINCIPAL
      EXECUTIVE OFFICER),
            
            MARCH
      25, 2008Derek
      McLeish
            
            ACTING
      CHIEF FINANCIAL OFFICER (PRINCIPAL
      ACCOUNTINGAND FINANCIAL
      OFFICER) AND CHAIRMAN
      OF THE BOARD




/s/
      Michael
      Stone
            
            DIRECTOR
            
            MARCH 25,
    2008Michael
      Stone




/S/
      Daniel Elenbaas
            
            DIRECTOR
            
            MARCH 25,
    2008Daniel
      Elenbaas











19






Index
to Financial Statements
   Report
      of Independent Registered Public Accounting Firm
                F-1Balance
      Sheet
                F-2Statements
      of Operations
                F-3Statements
      of Stockholders’ Equity (Deficit)
                F-4Statements
      of Cash Flows
                F-5Notes
      to the Financial Statements
                F-6
      - F-11
   20
 
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
 
 Board of
Directors
 Carbon
Sciences, Inc. (formerly Zingerang, Inc)
 (a
development stage company)
 Santa
Barbara, California
 
 We have
audited the accompanying balance sheet of Carbon Sciences, Inc. (formerly
Zingerang, Inc)  (a development stage company) as of December 31, 2007
and the related statements of operations, stockholders’ equity (deficit), and
cash flows for the years ended December 31, 2007 and 2006, and from inception on
August 25, 2006 through December 31, 2007.  These financial statements
are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Carbon Sciences, Inc. (formerly
Zingerang, Inc) (a development stage company) as of December 31, 2007, and the
results of its operations and its cash flows for the years ended December 31,
2007 and 2006, and from inception on August 25, 2006 through December 31, 2007
in conformity with United States generally accepted accounting
principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations since
inception. This raises substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these matters are
also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 HJ
Associates & Consultants, LLP
 Salt Lake
City, Utah
 March 20,
2008




F-1




CARBON
SCIENCES, INC.


(formerly
ZINGERANG, INC.)


(A
Development Stage Company)


BALANCE
SHEET




December
      31, 2007ASSETSCURRENT
      ASSETSCash
              
              $
              9,539Certificate
      of deposits
              
              
              821,505Prepaid
      expenses
              
              
              122,488TOTAL
      CURRENT ASSETS
              
              
              953,532PROPERTY
      & EQUIPMENT, at costMachinery
      & equipment
              
              
              20,599Computer
      equipment
              
              
              17,559Mobile
      vehicle
              
              
              40,25278,410Less
      accumulated depreciation
              
              
              (9,637
              )Net
      property and equipment
              
              
              68,773TOTAL
      ASSETS
              
              $
              1,022,305LIABILITIES
      AND SHAREHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              2,676Accrued
      expenses
              
              
              8,074TOTAL
      CURRENT LIABILITIES
              
              
              10,750SHAREHOLDERS'
      EQUITYCommon
      stock, $0.001 par value;500,000,000
      authorized common shares148,342,000
      shares issued and outstanding
              
              
              148,342Additional
      paid in capital
              
              
              2,155,533Accumulated
      deficit during the development stage
              
              
              (1,292,320
              )TOTAL
      SHAREHOLDERS' EQUITY
              
              
              1,011,555TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
              
              $
              1,022,305
  The
accompanying notes are an integral part of these financial
statements.
   F-2
 
 CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 From
      Inception on
                
                
                From
      Inception onAugust
      25, 2006
                
                
                August
      25, 2006Year
      Ended
                
                
                through
                
                
                throughDecember
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESSelling
      & marketing expenses
                
                
                638,339
                
                
                
                322,658
                
                
                
                960,997General
      & administrative expenses
                
                
                189,551
                
                
                
                90,983
                
                
                
                280,534Research
      & development
                
                
                70,683
                
                
                
                -
                
                
                
                70,683TOTAL
      OPERATING EXPENSES
                
                
                898,573
                
                
                
                413,641
                
                
                
                1,312,214LOSS
      FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)
                
                
                (898,573
                )
                
                
                (413,641
                )
                
                
                (1,312,214
                )OTHER
      INCOME/(EXPENSE)Interest
      income
                
                
                21,505
                
                
                
                -
                
                
                
                21,505Interest
      expense
                
                
                (1,611
                )
                
                
                -
                
                
                
                (1,611
                )TOTAL
      OTHER INCOME
                
                
                19,894
                
                
                
                -
                
                
                
                19,894NET
      LOSS
                
                $
                (878,679
                )
                
                $
                (413,641
                )
                
                $
                (1,292,320
                )BASIC
      AND DILUTED LOSS PER SHARE
                
                $
                (0.01
                )
                
                $
                (0.00
                )WEIGHTED-AVERAGE
      COMMON SHARES OUTSTANDINGBASIC
      AND DILUTED
                
                
                139,133,340
                
                
                
                100,004,805
   The
accompanying notes are an integral part of these financial
statements.
  F-3
 
 CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 STATEMENTS OF
STOCKHOLDER'S EQUITY (DEFICIT)
 DeficitAccumulatedAdditional
                
                
                during
      theCommon
      stock
                
                
                Paid-in
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                TotalInception
      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
                )
                
                
                -
                
                
                
                24,875Issuance
      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
                
                
                
                -
                
                
                
                105,000Issuance
      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
                
                
                
                -
                
                
                
                315,000Issuance
      of common stock for cash in November 2006(390,000
      shares issued at $0.10 for cash)
                
                
                390,000
                
                
                
                390
                
                
                
                38,610
                
                
                
                -
                
                
                
                39,000Issuance
      of common stock for cash in December 2006(555,000
      shares issued at $0.10 for cash)
                
                
                555,000
                
                
                
                555
                
                
                
                54,945
                
                
                
                -
                
                
                
                55,500Net
      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
                )
                
                
                125,734Issuance
      of common stock for cash in January 2007(255,000
      shares issued at $0.10 for cash)
                
                
                255,000
                
                
                
                255
                
                
                
                25,245
                
                
                
                -
                
                
                
                25,500Issuance
      of common stock for cash in March 2007(2,900,000
      shares issued at $0.10 for cash)
                
                
                2,900,000
                
                
                
                2,900
                
                
                
                287,100
                
                
                
                -
                
                
                
                290,000Issuance
      of common stock for cash in May 2007(1,770,000
      shares issued at $0.10 for cash)
                
                
                1,770,000
                
                
                
                1,770
                
                
                
                175,230
                
                
                
                -
                
                
                
                177,000Issuance
      of common stock for cash in May 2007(1,450,000
      shares issued at $0.10 for cash)
                
                
                1,450,000
                
                
                
                1,450
                
                
                
                143,550
                
                
                
                -
                
                
                
                145,000Issuance
      of common stock for cash in July 2007(11,250,000
      shares issued at $0.10 for cash)
                
                
                11,250,000
                
                
                
                11,250
                
                
                
                1,113,750
                
                
                
                -
                
                
                
                1,125,000Issuance
      of common stock for services in July 2007(1,472,000
      shares issued at $0.10 per share)
                
                
                1,472,000
                
                
                
                1,472
                
                
                
                145,728
                
                
                
                -
                
                
                
                147,200Issuance
      of common stock for services in September 2007(500,000
      shares issued at $0.15 per share)
                
                
                500,000
                
                
                
                500
                
                
                
                74,500
                
                
                
                -
                
                
                
                75,000Stock
      issuance cost
                
                
                
                
                
                
                
                
                
                
                (265,200
                )
                
                
                
                
                
                
                (265,200
                )Issuance
      of common stock for cash in December 2007(300,000
      shares issued at $0.15 per share)
                
                
                300,000
                
                
                
                300
                
                
                
                44,700
                
                
                
                -
                
                
                
                45,000Net
      Loss for the year ended December 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (878,679
                )
                
                
                (878,679
                )Balance
      at December 31, 2007
                
                
                148,342,000
                
                
                $
                148,342
                
                
                $
                2,155,533
                
                
                $
                (1,292,320
                )
                
                $
                1,011,555
  The
accompanying notes are an integral part of these financial
statements.
   F-4
 CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
  From
      Inception on
                
                
                From
      Inception onAugust
      25, 2006
                
                
                August
      25, 2006Year
      Ended
                
                
                through
                
                
                throughDecember
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (878,679
                )
                
                $
                (413,641
                )
                
                $
                (1,292,320
                )Adjustment
      to reconcile net loss to net cashused
      in operating activitiesDepreciation
      expense
                
                
                8,234
                
                
                
                1,403
                
                
                
                9,637Stock
      issuance for services
                
                
                75,000
                
                
                
                -
                
                
                
                75,000(Increase)
      Decrease in:Prepaid
      expenses
                
                
                (72,488
                )
                
                
                (50,000
                )
                
                
                (122,488
                )Increase
      (Decrease) in:Accounts
      payable
                
                
                2,676
                
                
                
                -
                
                
                
                2,676Accrued
      expenses
                
                
                (7,490
                )
                
                
                15,564
                
                
                
                8,074NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (872,747
                )
                
                
                (446,674
                )
                
                
                (1,319,421
                )CASH
      FLOWS USED IN INVESTING ACTIVITIES:Investment
      in certificates of deposit
                
                
                (821,505
                )
                
                
                -
                
                
                
                (821,505
                )Purchase
      of equipment
                
                
                (60,851
                )
                
                
                (17,559
                )
                
                
                (78,410
                )NET
      CASH USED IN INVESTING ACTIVITIES
                
                
                (882,356
                )
                
                
                (17,559
                )
                
                
                (899,915
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from officer
                
                
                -
                
                
                
                11,000
                
                
                
                11,000Loan
      from investor
                
                
                -
                
                
                
                110,000
                
                
                
                110,000Repayment
      of advances and loans
                
                
                -
                
                
                
                (121,000
                )
                
                
                (121,000
                )Proceeds
      from issuance of common stock, net
                
                
                1,689,500
                
                
                
                539,375
                
                
                
                2,228,875NET
      CASH PROVIDED BY FINANCING  ACTIVITIES
                
                
                1,689,500
                
                
                
                539,375
                
                
                
                2,228,875NET
      INCREASE IN CASH
                
                
                (65,603
                )
                
                
                75,142
                
                
                
                9,539CASH
      & CASH EQUIVALENT, BEGINNING OF YEAR
                
                
                75,142
                
                
                
                -
                
                
                
                -CASH
      & CASH EQUIVALENT, END OF YEAR
                
                $
                9,539
                
                
                $
                75,142
                
                
                $
                9,539SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONInterest
      paid
                
                $
                1,611
                
                
                $
                -
                
                
                $
                1,611Taxes
      paid
                
                $
                800
                
                
                $
                -
                
                
                $
                800SUPPLEMENTAL
      SCHEDULE FOR NON-CASH TRANSACTIONSDuring
      the year ended December 31, 2007, the Company issued1,472,000
      shares of common stock for services at a price of $0.10and
      500,000 shares of common stock for services at a price of
      $0.15.During
      the year ended December 31, 2006, there were no non-cashtransactions.
   The
accompanying notes are an integral part of these financial
statements.


F-5




CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 1.
                  ORGANIZATION AND LINE OF
BUSINESS
 Organizational
History
  The
Company was incorporated in the State of Nevada on August 25, 2006, as
Zingerang, Inc.  On April 2, 2007 the Company changed its name to
Carbon Sciences, Inc.
  Overview of
Business
  The
Company was initially in the business of offering a real-time and interactive
mobile communication services to businesses and consumers under the Zingerang
trade name. The Company is now pursuing a new line of business.  The
company is developing a technology to convert earth destroying carbon dioxide
(CO2) into a useful form that will not contribute to greenhouse
gases.  This technology is based on a patent filed by the company and
developed under the brand name, GreenCarbonTM Technology.  By eliminating
harmful CO2 from human created sources, such as power plants and industrial
factories, the technology will provide a partial solution to the problem of
global warming.  GreenCarbonTM Technology is initially targeted at
electrical power plants.  CO2 makes up nearly 80% of all greenhouse
gases.  More than a quarter of that CO2 comes from electrical producing
power plants.
 
 Going
Concern
 The
accompanying financial statements have been prepared on a going concern basis of
accounting, which contemplates continuity of operations, realization of assets
and liabilities and commitments in the normal course of business.  The
accompanying financial statements do not reflect any adjustments that might
result if the Company is unable to continue as a going concern.  The
Company does not generate significant revenue, and has negative cash flows from
operations, which raise substantial doubt about the Company’s ability to
continue as a going concern.  The ability of the Company to continue
as a going concern and appropriateness of using the going concern basis is
dependent upon, among other things, additional cash infusion.  As
discussed in Note 3, the Company has obtained funds from its shareholders since
its’ inception through December 31, 2007. Management believes this funding will
continue, and is also actively seeking new investors.  Management
believes the existing shareholders and the prospective new investors will
provide the additional cash needed to meet the Company’s obligations as they
become due, and will allow the development of its core of business.
 2.
                  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 This
summary of significant accounting policies of Carbon Sciences, Inc. is presented
to assist in understanding the Company’s financial statements. The financial
statements and notes are representations of the Company’s management, which is
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements.
 
 Development Stage Activities
and Operations
 The
Company is in its initial stages of formation and has insignificant revenues.
FASB #7 defines a development stage activity as one in which all efforts are
devoted substantially to establishing a new business and even if planned
principal operations have commenced, revenues are insignificant.
 
 Revenue
Recognition
 The
Company will recognize revenue when services are performed, and at the time of
shipment of products, provided that evidence of an arrangement exists, title and
risk of loss have passed to the customer, fees are fixed or determinable, and
collection of the related receivable is reasonably assured. To date, the Company
has had no revenues and is in the development stage.
   F-6
  CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  2.
                  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 Cash and Cash
Equivalent
 The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
  Use of
Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the accompanying financial
statements.  Significant estimates made in preparing these financial
statements include the estimate of useful lives of property and equipment, the
deferred tax valuation allowance, and the fair value of stock options. Actual
results could differ from those estimates.
 
 Property and
Equipment
 Property
and equipment are stated at cost, and are depreciated using the straight
line  method over its estimated useful lives:
   Computer
      equipment
              5
      yearsMachinery
      & Equipment
              7 yearsMoble veichel
              7
      years
   Depreciation
expense as of December 31, 2007 and 2006 was $8,234 and $1,403
respectively.
 
 Fair Value of Financial
Instruments
 SFAS No.
107, “Disclosures About Fair Value of Financial Instruments”, requires
disclosure of the fair value information, whether or not recognized in the
balance sheet, where it is practicable to estimate that value. As of December
31, 2007, the amounts reported for cash, accounts receivable, accounts payable,
accrued interest and other expenses, and notes payable approximate the fair
value because of their short maturities.
  Loss per Share
Calculations
 The
Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the
calculation of “Loss per Share”.  SFAS No. 128 dictates the
calculation of basic earnings per share and diluted earnings per share. Basic
earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares available. Diluted
earnings per share is computed similar to basic earnings per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. The Company’s diluted loss
per share is the same as the basic loss per share for the period ended December
31, 2007 as the inclusion of any potential shares would have had an
anti-dilutive effect due to the Company generating a loss.
 
 Income
Taxes
 Deferred
income taxes are provided using the liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and liabilities are adjusted for the
effects of the changes in tax laws and rates of the date of
enactment.
  F-7
 
 CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  Income Taxes
(continued)
 When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that would be ultimately sustained.  The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any.  Tax positions taken are
not offset or aggregated with other positions.  Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest
amount of tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority.  The portion of the
benefits associated with tax positions taken that exceeds the amount measured as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheet along with any associated interest and penalties that
would be payable to the taxing authorities upon examination.
 
 Interest
and penalties associated with unrecognized tax benefits are classified as
additional income taxes in the statement of income.
  Research and
Development
  Research
and development costs are expensed as incurred.  Total research and
development costs were $70,683 and $0 for the years ended December 31, 2007 and
2006, respectively.
 
 Advertising
Costs
 The
Company expenses the cost of advertising and promotional materials when
incurred.  Total advertising costs were $40,836 and $29,403 for the
years ended December 31, 2007 and 2006, respectively.
 
 Stock-Based
Compensation
 In December 2004, the FASB issued
Statement of Financial Accounting Standards No. 123R, Share-based Payment. SFAS
123R revises SFAS 123 and supersedes APB 25. SFAS 123R will be effective for the
period ending December 31, 2007, and applies to transactions in which an entity
exchanges its equity instruments for goods or services and also applies to
liabilities an entity may incur for goods or services that are to follow a fair
value of those equity instruments. Under SFAS 123R, we will be required to
follow a fair value approach using an option-pricing model, such as the Black
Scholes option valuation model, at the date of a stock option grant. The
deferred compensation calculated under the fair value method would then be
amortized over the respective vesting period of the stock option. The adoption
of SFAS 123R is expected to have a material impact on our results of
operations.
 
 Recently Issued Accounting
Pronouncements
 
 In July
2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income
Taxes, which clarifies the accounting  for uncertainty in
income taxes recognized in the financial statements in accordance with FASB
Statement No. 109, Accounting
for Income Taxes. FIN 48 provides guidance on the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures, and
transition. FIN 48 is effective for fiscal years beginning after December 15,
2006. The Company is currently evaluating the impact of this standard on the
financial statements.
 
 F-8
 
 CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  3.
              CAPITAL
      STOCK
 
 During
the year ended December 31, 2007, the Company issued through private placements
17,625,000 shares of common stock  at a price of $0.10 per share for
$1,762,500 cash; and 300,000 shares of common stock at a price of $0.15 per
share for $45,000; the private placements, were made in reliance upon an
exemption from registration under Rule 506 of Regulation D promulgated under
Section 4(2) of the Securities Act of 1933. Also, the Company issued 1,472,000
shares of common stock at a  price of $0.10 per share and 500,000
shares of common stock at a price of $0.15 per share for services.
 
 4.
              RENTAL
      LEASE
 
 The
Company entered into a month to month agreement for office space with monthly
rents of $1,000 per month.
 
 5.
              INCOME
      TAXES
 
 The
      Company files income tax returns in the U.S. Federal jurisdiction, and the
      state of California. With few exceptions, the Company is no longer subject
      to U.S. federal, state and local, or non-U.S. income tax examinations by
      tax authorities for years before
2006.
 
 The
      Company adopted the provisions of FASB Interpretation No. 48, Accounting
      for Uncertainty in Income Taxes, on January 1, 2007.  Deferred
      income taxes have been provided by temporary differences between the
      carrying amounts of assets and liabilities for financial reporting
      purposes and the amounts used for tax purposes. To the extent allowed by
      GAAP, we provide valuation allowances against the deferred tax assets for
      amounts when the realization is
uncertain.
  Balance at
      January 1, 2007
              
              $
              --Additions
      based on tax positions related to the current year
              
              
              --Additions for
      tax positions of prior years
              
              
              --Reductions
      for tax positions of prior years
              
              
              --Settlements
              
              
              --Balance at
      December 31, 2007
              
              $
              -
   Included
      in the balance at December 31, 2007, are no tax positions for which the
      ultimate deductibility is highly certain, but for which there is
      uncertainty about the timing of such deductibility.  Because of
      the impact of deferred tax accounting, other than interest and penalties,
      the disallowance of the shorter deductibility period would not affect the
      annual effective tax rate but would accelerate the payment of cash to the
      taxing authority to an earlier
period.
 
 The
      Company's policy is to recognize interest accrued related to unrecognized
      tax benefits in interest expense and penalties in operating expenses.
      During the period ended December 31, 2007, the Company did not recognize
      interest and penalties.
  F-9
  CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2007
   6.
              DEFERRED
      TAX BENEFIT
 
 At
      December 31, 2007, the Company had net operating loss carry-forwards of
      approximately $1,071,000, that may be offset against future taxable income
      from the year 2007 through 2027. No tax benefit has been reported in the
      December 31, 2007 financial statements since the potential tax benefit is
      offset by a valuation allowance of the same
  amount.
 
 The
      income tax provision differs from the amount of income tax determined by
      applying the U.S. federal income tax rate to pretax income from continuing
      operations for the years ended December 31, 2007, and 2006 due to the
      following:
    2007
              
              
              2006Book
Income
              
              $
              (351,470
              )
              
              $
              (161,320
              )Depritiation
              
              
              (2,012
              )
              
              
              -R&D
              
              
              2,120
              
              
              
              -State Tax Expense
      Deduction
              
              
              (320
              )
              
              
              -Meals &
      Entertainment
              
              
              20
              
              
              
              -Non deductible stock
      compensation
              
              
              88,880
              
              
              
              -Valuation
      Allowance
              
              
              262,782
              
              
              
              161,320Income tax
      expence
              
              $
              
              
              
              $
  Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible differences and operating loss and tax credit
      carry-forwards and deferred tax liabilities are recognized for taxable
      temporary differences. Temporary differences are the difference between
      the reported amounts of assets and liabilities and their tax bases.
      Deferred tax assets are reduced by a valuation allowance when, in the
      opinion of management, it is more likely than not that some portion or all
      of the deferred tax assets will not be realized. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates
      on the date of enactment.
 Net
      deferred tax liabilities consist of the following components as of
      December 31, 2007 and 2006; Due to the change in ownership provisions of
      the Tax Reform Act of 1986, net operating loss carry-forwards for Federal
      income tax reporting purposes are subject to annual limitations. Should a
      change in ownership occur, net operating loss carryforwards may be limited
      as to use in future years.
  2007
              
              
              2006Deferred tax
      assetsNOL
    carryover
              
              $
              428,800
              
              
              $
              162,140R&D
              
              
              5,300Deferred tax
      liabilities:Depreciation
              
              
              (10,765
              )
              
              
              (820
              )Less Valuation
      Allowance
              
              
              (423,335
              )
              
              
              (161,320
              )Net deferred tax
      asset
              
              $
              
              
              
              $
  F-10
  CARBON
SCIENCES, INC.
 (formerly
ZINGERANG, INC.)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 7.
                    LOAN
      PAYABLE
 During the period ended
      December 31, 2006, the Company borrowed funds from a private party in the
      amount of $110,000 for operating expenses. The loan payable was paid
      within the period with no interest due.
 8.
                RELATED
      PARTY
 During
      the period ended December 31, 2006 the Company’s President and Chief
      Executive Officer, advanced funds to the Company in the amount of $11,000
      to pay for operating expenses. The funds were reimbursed within the
      period.