Westport Energy (WPTH) 10-Q 2011 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011.

¨ Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _______________ to _______________ .

Commission file number 000-28887

CARBONICS CAPITAL CORPORATION

(Exact name of registrant as specified in its Charter)

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

100 Overlook Center, 2nd Floor

Princeton, NJ 08540

(Address of Principal Executive Offices)

(609) 498-7029

(Registrant’s Telephone Number, Including Area Code)

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

Yes ¨      No þ

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

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

(Do not check if a smaller reporting company)

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

Yes ¨      No þ

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

Yes ¨  No ¨

As of October 19, 2011 the Registrant had the following number of shares of its capital stock outstanding: 2,879,307,140 shares of Common Stock, par value $0.0001 and 921,890 shares of Series C Preferred Stock, par value $0.001, which are convertible into a number of shares of Common Stock equal to 73.75% of the fully-diluted outstanding shares of Common Stock.

Table of Contents

	Page
Part I. Financial Information	4
Item 1: Financial Statements (Unaudited)	4
Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010	4
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2011 and 2010	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months ended March 31, 2011	6
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2011 and 2010	7
Notes to Condensed Consolidated Financial Statements	8
Item 2: Management’s Discussion and Analysis	13
Item 3: Quantitative and Qualitative Disclosures About Market Risk	15
Item 4:  Controls and Procedures	15
Part II. Other Information	17
Item 1: Legal Proceedings	17
Item 1A: Risk Factors	17
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3: Defaults Upon Senior Securities	17
Item 4: Removed and Reserved	17
Item 5: Other Information	17
Item 6: Exhibits	17
Signatures	18
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATIONS

2

Disclosure Regarding Forward-Looking Statements

Certain statements in the Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission, all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Carbonics Capital Corporation (the “Company”) or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “may”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to the Company, include, but are not limited to, the risks and uncertainties affecting its businesses described in Items 1 and 1A of the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2010 and in registration statements and other securities filings by the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of the forward-looking statements and are subject to change due inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

3

PART I.  FINANCIAL INFORMATION

Item 1.  Unaudited Financial Statements

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2011			December 31, 2010
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	5,541		$	180,030
Restricted cash		11,410			461,259
Trading securities - Restricted		717,454			276,686
Prepaid and other current assets		24,955			206
Total current assets		759,360			918,181
Oil and gas properties, unproven		21,100,000			21,100,000
Total assets	$	21,859,360		$	22,018,181
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Senior secured convertible debenture, net of discount	$	26,257,912		$	25,895,212
Account payable and accrued expenses		117,000			125,000
Line of credit		8,494			8,407
Convertible debentures		4,970,026			4,586,026
Accrued interest		3,203,699			2,421,861
Derivative liability		2,139,000			4,611,000
Total current liabilities		36,696,131			37,647,506
Stockholders' Deficiency:
Preferred stock, $0.001 par value, 1,000,000 shares authorized Series C Voting Convertible, 921,890 shares issued and outstanding		921			921
Common stock, $0.0001 par value; 10,000,000,000 shares authorized; 2,879,307,140 shares issued and outstanding		287,931			287,931
Additional paid-in capital		(9,872,115	)		(9,872,115	)
Accumulated deficiency during exploration stage		(5,253,508	)		(6,046,062	)
Total stockholders' deficiency		(14,836,771	)		(15,629,325	)
Total liabilities and stockholders' deficiency	$	21,859,360		$	22,018,181

See accompanying notes to condensed consolidated financial statements.

4

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Year Ended March 31,						Cumulative Period from December 23, 2008 (inception) to
	2011			2010			March 31, 2011
Net Sales	$	-		$	-		$	-
Cost of Sales		-			-			-
		-			-			-
Operating Expenses
Impairment loss		-			1,331,215			3,041,518
General and administrative expenses		150,638			38,003			1,161,762
Total Operating Expenses		150,638			1,369,218			4,203,280
Loss from operations		(150,638	)		(1,369,218	)		(4,203,280	)
Interest income (expense)		(1,528,520	)		30			(4,595,365	)
Change in fair value of derivative liability		2,472,000			-			3,546,000
Losses  from trading securities		(288	)		(649	)		(863	)
Income (loss) before income tax provision		792,554			(1,369,837	)		(5,253,508	)
Income tax provision		-			-			-
Net income (loss)	$	792,554		$	(1,369,837	)	$	(5,253,508	)
Basic and diluted income (loss) per common share	$	-		$	-
Weighted average number of common shares outstanding, basic and diluted		2,879,307,000			1,383,754,000

See accompanying notes to condensed consolidated financial statements.

5

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE PERIOD DECEMBER 23, 2008 (INCEPTION) TO MARCH 31, 2011

(UNAUDITED)

	Series C Voting Convertible preferred stock issued						Common Stock Issued				Additional Paid-			Deficit Accumulated During Exploration			Total Stockholders'
	Shares			Amount			Shares		Amount		in Capital			Stage			Deficiency
December 23, 2008 contribution of assets		-		$	-			-	$	-	$	24,141,518		$	-		$	24,141,518
Reverse merger recapitalization		805,767			806			127,279,406		12,728		(13,534	)		-			-
Balance, December 31, 2008		805,767			806			127,279,406		12,728		24,127,984			-			24,141,518
Shares issued prior to reverse merger by acquiree		166,275			-			355,562,697		-		-			-			-
Capital contribution		-			-			-		-		732,497			-			732,497
Reverse merger recapitalization		-			166			-		35,556		(35,722	)		-			-
Net loss		-			-			-		-		-			(213,110	)		(213,110	)
Balance, December 31, 2009		972,042			972			482,842,103		48,284		24,824,759			(213,110	)		24,660,905
Shares issued prior to reverse merger by acquiree		(50,152	)		-			2,396,465,037		-		-			-			-
Capital contribution		-			-			-		-		420,653			-			420,653
Reverse merger recapitalization		-			(51	)		-		239,647		(35,117,527	)		-			(34,877,931	)
Net loss		-			-			-		-		-			(5,832,952	)		(5,832,952	)
Balance, December 31, 2010		921,890			921			2,879,307,140		287,931		(9,872,115	)		(6,046,062	)		(15,629,325	)
Net income		-			-			-		-		-			792,554			792,554
Balance, March 31, 2011		921,890		$	921			2,879,307,140	$	287,931	$	(9,872,115	)	$	(5,253,508	)	$	(14,836,771	)

See accompanying notes to condensed consolidated financial statements.

6

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended						Cumulative Period from
	March 31,						December 23, 2008
	2011			2010			(inception) to May 31, 2011
Operating activities:
Net Income (Loss)	$	792,554		$	(1,369,837	)	$	(5,253,508	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:								-
Impairment of long-lived assets		-			1,331,215			3,041,518
Change in fair value of derivative liability		(2,472,000	)		-			(3,546,000	)
Unrealized losses on marketable securities		288			685			1,058
Amortization of debt discount		746,700			-			2,539,200
Changes in Assets and Liabilities
Increase in Prepaid and other current assets		(24,749	)		-			(24,955	)
Increase (Decrease) in accounts payable and accrued expenses		(8,000	)		-			117,000
Increase in accrued interest		781,925			-			2,049,593
Net cash used in operating activities		(183,282	)		(37,937	)		(1,076,094	)
Investing activities:
Restricted cash		449,849			104,621			(11,410	)
Proceeds from sale of trading securities		-			355,000			814,396
Purchases of trading securities		(441,056	)		(459,687	)		(1,532,908	)
Net cash provided by (used in) investing activities		8,793			(66	)		(729,922	)
Financing activities
Line of credit		-			-			8,407
Proceeds from advances		-			-			732,497
Proceeds from issuance of senior secured convertible debenture		-			-			650,000
Capital contribution		-			25,698			420,653
Net cash provided by financing activities		-			25,698			1,811,557
(Decrease) Increase in cash		(174,489	)		(12,305	)		5,541
Cash and cash equivalents, beginning of period		180,030			56,743			-
Cash and cash equivalents, end of period	$	5,541		$	44,438		$	5,541
NONCASH INVESTING AND FINANCING ACTIVITIES
Oil and gas properties, unproven	$	-		$	-		$	24,141,518
Debt discount derived from derivative liability - Convertible debentures		-			-			406,000
Debt discount derived from derivative liability - Senior Secured convertible debentures		-			-			5,279,000
Reverse merger liabilities and equity adjustments
Accrued interest		-			-			1,154,193
Senior secured convertible debenture		-			-			27,640,712
Convertible debentures		-			-			6,083,026
Total	$	-		$	-		$	64,704,449

See accompanying notes to condensed consolidated financial statements.

7

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation and Nature of Organization

Nature of Operations

Carbonics Capital Corporation’s wholly owned subsidiary, Westport Energy, LLC (the Company), which is owned indirectly through Carbonics' wholly-owned subsidiary, Westport Energy Acquisition LLC, was formed in December of 2008, in the State of Delaware, as a limited liability company. Westport Energy is an exploration stage company engaged in the exploration for coalbed methane in the Coos Bay region of Oregon. Westport Energy holds leases to approximately 104,000 acres of prospective coalbed methane lands in the Coos Bay Basin.

The Company’s common stock is traded on the OTC Pink Market under the symbol CICS.

Basis of Presentation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion of management, include all adjustments (consisting of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.  Management believes that the disclosures made are adequate to make the information presented not misleading.  The results for the interim periods are not necessarily indicative of results for the full year.

The accompanying unaudited condensed consolidated financial statements include the accounts of Carbonics Capital Corporation and its wholly-owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company has recurring deficits, a large accumulated deficit and is in the exploration stage of development, and has no revenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements and the success of future operations.

In addition, as of March 31, 2011 the Company is not compliant with the repayment terms of the convertible notes and is in technical default. The senior secured convertible debentures have cross-default provisions within the agreement, which necessitated their classification as a current liability.  All convertible debentures are currently due and the Company continues to work with the note holders to remediate the default.

The Company’s future success is dependent upon its ability to achieve profitable operations and raise the appropriate funds needed. There is no guarantee whether the Company will be able to generate enough revenue and or raise capital to support these operations.

The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable, or if its business will improve.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

2. Summary of Significant Accounting Policies

There have been no material changes during 2011 in the Company’s significant accounting policies to those previously disclosed in the 2010 Form 10K.

8

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Fair Value Framework

The following table reconciles, for the three months ended March 31, 2011, the beginning and ending balances for financial instruments that are recognized at fair value using level 3 inputs in the condensed consolidated financial statements:

Balance of derivative liability as of December 31, 2010	$	4,611,000
Change in fair value during year		(2,472,000	)
Balance at March 31, 2011	$	2,139,000

Net Income (Loss) per Share of Common Stock

The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted income per common share is based on net income, divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options and beneficial conversion of related party accounts. Diluted loss per share does not include common stock equivalents, as these shares would have no effect. The computation of diluted loss per share also does not assume conversion, exercise or contingent exercise of securities due to the beneficial conversion of related party accounts, as this would be anti-dilutive.

The computation of basic and diluted net income (loss) attributable to common stockholders is as follows:

	March 31, 2011		March 31, 2010
Income (Loss) attributable to common stockholders	$	793,000	$	(1,370,000	)
Weighted-average common shares outstanding		2,879,307,000		1,383,754,000
Basic and diluted income (loss) per share	$	-	$	-

Potentially Dilutive Securities

The following table summarizes the potentially dilutive securities which were excluded from the above computation of basic and diluted net loss per share of common stock due to their anti-dilutive effect:

	March 31, 2011			March 31, 2010
Warrants		2,250,000			-
Senior secured convertible debentures		99,358,000,000	*		-
Convertible debentures		65,908,000,000	*		-

*The convertible debentures exceeded the number of authorized common shares and as a result weighted average shares outstanding, fully diluted, is the maximum authorized number of common shares, 10,000,000,000.

9

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. Oil and Gas Properties, Unproven

Summary

As of March 31, 2011 the remaining capitalized costs of Oil and Gas Properties, unproved are summarized as follows:

	Acquisition Costs		Impairment			Total
Coos Bay Basin Property
Year ended 2008	$	24,141,000	$	-		$	24,141,000
Year ended 2009		-		-			-
Year ended 2010		-		(3,041,000	)		(3,041,000	)
3 months ended March 31, 2011		-		-			-
		-		-			-
Inception through March 31, 2011	$	24,141,000	$	(3,141,000	)	$	21,100,000

Impairment – Chehalis Basin Property

In January 2010, the Company determined that the cost to continue exploration of the Chehalis Basin Property outweighed the benefit in which they projected.  Therefore, lease agreements were not renewed with the owners and the asset balance was fully impaired. This resulted in an impairment of approximately $1,331,000 during the first quarter of 2010.

On May 13, 2010, the Company received formal notice from Washington State Department of Natural Resources that these leases had been cancelled and forfeited effective May 7, 2010.

4. Environmental Matters

The Company has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures.  Management monitors these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues.  The nature of the Company’s business requires routine day-to-day compliance with environmental laws and regulations.  The Company incurred no material environmental investigation, compliance and remediation costs for the three months ended March 31, 2011 and 2010.  The Company is unable to predict whether its future operations will be materially affected by these laws and regulations.  It is believed that legislation and regulations relating to environmental protection will not materially affect the results of operations of the Company.

5. Convertible Debentures, Derivative Liability and Debt Discount

 The following is a summary of the Company’s convertible debenture arrangements as of March 31, 2011:

Current portion of convertible debentures:
Convertible debenture payable to YA Global due December 2010 – 5%	$	592,000
Convertible debenture payable to YA Global due December 2010 – 12%		570,000
Convertible debenture payable to YA Global due December 2010 – 5%		921,000
Convertible debenture payable to YA Global due December 2011– 12%		4,000,000
Debt discount (original debt discount of $2,685,000)		(1,113,000	)
Total current convertible debentures	$	4,970,000

10

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. Convertible Debentures, Derivative Liability and Debt Discount (Continued)

The following is a summary of the Company’s senior secured convertible debenture arrangements as of March 31, 2011:

Current portion of senior secured convertible debentures:
Senior secured convertible debenture payable to YA Global due August  2012 – 9%	$	27,641,000
Senior secured convertible debenture payable to YA Global due August 2012 – 9%		650,000
Debt discount (original debt discount of $3,000,000)		(2,033,000	)
Total current senior secured convertible debentures	$	26,258,000

Technical default

As of March 31, 2011 the Company is not compliant with the repayment terms of the convertible notes and is in technical default. The senior secured convertible debentures have cross-default provisions within the agreement, which necessitated their classification as a current liability.  All convertible debentures are currently due and the Company continues to work with the note holders to remediate the default.

Derivative Liability –Conversion Option

Price protection features of the convertible debentures required the Company to treat the conversion options in the Company’s senior secured convertible debentures and convertible debentures as a derivative liability.  The Company used the Black-Scholes option pricing model to calculate the fair value of the conversion options.

Assumptions utilized to calculate the fair value of the derivative liability were as follows:

	December 31,			March 31,
	2010			2011
Risk Free Interest Rate		2.5	%		2.5	%
Volatility		100	%		59	%
Term	1.00 years			.75 years
Dividend Rate		0	%		0	%
Closing Price of Common Stock	$	0.0001		$	0.0001

6. Line of Credit

The Company has a $740,000 line of credit from a bank, which includes stand-by letters of credit totaling $675,000 related to the Company’s oil and gas properties.  Advances under the line bear interest at approximately 4.2%.  Borrowings are collateralized by treasury bonds held as trading securities and a money market account presented in cash and cash equivalents.

7. Subsequent Events

On June 1, 2011, the Company issued to YA Global Investments, L.P., a secured convertible debenture dated May 26, 2011 in the principal amount of $120,000.  The debenture bears interest at the rate of 9% per annum, payable at maturity.  The maturity date of the debenture is August 31, 2012.  The holder of the debenture is entitled to convert the principal and accrued interest into common stock of the Company at a conversion rate initially equal to $0.0003(fixed conversion price) or 90% of the lowest daily VWAP of the common stock during the 20 consecutive trading days immediately preceding the conversion date.  On August 17, 2011, the fixed conversion price will automatically be reset to a price equal to the average of the VWAP for the 10 trading days immediately prior to that date, provided that such price is lower than the fixed conversion price then in effect.

11

CARBONICS CAPITAL CORPORATION AND SUBSIDIARY

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. Subsequent Events (Continued)

On June 30, 2011, the Company issued to YA Global Investments, L.P., a short term promissory note dated June 30, 2011 in the principal amount of $30,000.  The note bears interest at the rate of 10% per annum, payable at maturity.  The maturity date of the note is June 30, 2012.  The note is secured by a pledge of all of the assets of the Company previously granted to the Lender.

On August 25, 2011, the Company issued to YA Global Investments, L.P., a short term promissory note dated August 25, 2011 in the principal amount of $88,000.  The note bears interest at the rate of 10% per annum, payable at maturity.  The maturity date of the note is August 25, 2012.  The note is secured by a pledge of all of the assets of the Company previously granted to the Lender.

12

Item 2.  Management’s Discussion and Analysis

Certain statements set forth under this caption constitute “forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Report for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed consolidated financial statements of the Company and Notes thereto included elsewhere herein and the Company’s Annual Report on Form 10-K.

The financial statements contained herein include the results of Carbonics Capital Corporation and its subsidiaries, which are collectively referred to as the “Company.”

Results of Operations - March 31, 2011 compared to March 31, 2010

Revenues

There were no revenues from continuing operations for the three months ended March 31, 2011 and 2010.

Cost of Revenues

There was no cost of revenues the three months ended March 31, 2011 and 2010.

Net Loss

The Company had net income of approximately $793,000 for the three months ended March 31, 2011 versus a net loss of approximately $1,370,000 for the three months ended March 31, 2010.

The increase in net income was predominately the result of the change in fair value of the derivative liability of approximately $2,472,000 recognized in the first quarter of 2011.  This gain was offset by approximately $1,500,000 in interest expense incurred during that same period.  During the first quarter of 2010, the Company had an impairment loss of approximately $1,331,000 from the abandonment of the Chehalis Basin Property.

Operating Expenses:

General and administrative expenses

General and administrative fees and professional fees increased in the current quarter from approximately $38,000 for the quarter ended March 31, 2010 to approximately $151,000 for the quarter ended March 31, 2011, for an increase of approximately $113,000.

Variance in individual expenses included in general and administrative fees and professional fees that constituted greater than 5% of total operating expenses during the three months ended March 31, 2011 and 2010 are as follows.  Mineral right lease expense increased approximately $19,000 from approximately $12,000 in the three months ended March 31, 2010 compared to $31,000 in the three month ended March 31, 2011.  Consulting fees increased from $0 in the three months ended March 31, 2010 to approximately $75,000 in the three months ended March 31, 2011.  Insurance expense increased approximately $2,000 from approximately $3,000 in the three months ended March 31, 2010 compared to approximately $5,000 during the three months ended March 31, 2011.

During the first quarter of 2010 the Company did not perform extensive activities on the properties owned, except for general maintenance to keep the leases in suitable working order.  The increased level of expenses can be attributed to the increased levels of exploration activities in the first quarter of 2011.

Professional fees increased approximately $1,000 from approximately $23,000 in the three months ended March 31, 2010 to approximately $24,000 during the three months ended March 31, 2011.

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We expect to incur significant additional professional fees as we continue to proceed with our exploration activities.

Impairment loss

In January 2010, the Company determined that the cost to continue exploration of the Chehalis Basin Property outweighed the benefit in which they projected.  Therefore, lease agreements were not renewed with owners and the asset balance was fully impaired. This resulted in an impairment of approximately $1,331,000 during the first quarter of 2010.

Liquidity and Capital Resources

Our liquid assets, consisting of cash on hand, restricted cash and trading securities was approximately $734,000 as of March 31, 2011, compared with approximately $918,000 at December 31, 2010.  As of March 31, 2011 our working capital deficit was approximately $36 million.

We expect to incur significant additional professional fees as we begin to proceed with our exploration activities, which will require additional financing.  In addition, the Company will need to re-negotiate terms with the holders of our debentures as they become due.  Currently, we do not have sufficient capital to meet the needs of our note holders and cannot predict when operations will commence, and if so, will provide enough capital resources to meet those needs.

During the three months ended March 31, 2011, the Company had a net decrease in cash of approximately $174,000.  Our principal sources and uses of funds were as follows:

Cash used in operating activities.  For the three months ended March 31, 2011, the Company used approximately $183,000 in cash for operating activities as compared to approximately $38,000 for the three months ended March 31, 2010.  This increase of approximately $145,000 or 382% was due primarily to the increase in general and administrative expenses as a result of increased operations during the quarter.

Cash provided by investing activities.  For the three months ended March 31, 2011, the Company received approximately $9,000 in net cash from investing activities as compared to using approximately $0 for the three months ended March 31, 2010.  This increase of approximately $9,000 was due primarily to activity in trading securities during the year.

Cash provided by financing activities.  For the three months ended March 31, 2011, the Company received approximately $0 in cash from financing activities as compared to approximately $26,000 for the three months ended March 31, 2010.  This decrease of approximately $26,000 was due primarily to the capital contributions received during the first quarter of 2010.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

We have identified below the accounting policies related to what we believe are most critical to our business operations and are discussed throughout Management’s Discussion and Analysis of Financial Condition or Plan of Operation where such policies affect our reported and expected financial results.

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Oil and Gas Properties

The Company utilizes the successful efforts method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, interest costs relating to unproved properties, geological expenditures and direct internal costs are capitalized into the full cost pool. As of March 31, 2011, the Company has no properties with proven reserves. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized interest, if any, are not amortized until proved reserves associated with the projects can be determined. If the future exploration of unproved properties is determined uneconomical, the amount of such properties will be added to the capitalized cost to be amortized. As of March 31, 2011, all of the Company’s oil and gas properties were unproved and were excluded from amortization.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Impairment of Long—Lived Assets

Long-lived assets, including oil and gas properties, are reviewed for impairment when circumstances indicate that the carrying value may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets with the future undiscounted net cash flows estimated by the Company to be generated by such assets.  If the carrying amount exceeds the net undiscounted cash flows, the fair value of the assets are determined using appropriate valuation techniques.  The impairment loss is the extent to which the carrying value of the assets exceeds the fair value of the assets.

Off Balance Sheet Arrangements

None.

Item 3. Quantative and Qualitative Disclosure About Market Risk

N/A

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statement for external purposes in accordance with U.S. generally accepted accounting principals. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

Our management assessed the effectiveness of our internal controls over financial reporting for the quarter ended March 31, 2011 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, our management concluded that during the period covered by this report, our internal controls over financial reporting were not effective. Management has identified the following material weaknesses in our internal controls over financial reporting:

• lack of documented policies and procedures; and

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

• lack of resources to account for complex and unusual transactions

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Management is currently evaluating what steps can be taken in order to address these material weaknesses.

(b) Changes in Internal Control over Financial Reporting:

During the fiscal quarter ended March 31, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

N/A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

31.1 Section 302 Certification of Chief Executive Officer.

31.2 Section 302 Certification of Chief Financial Officer.

32.1 Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

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SIGNATURES

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

	CARBONICS CAPITAL CORPORATION
Date: October 21, 2011	By:	/s/ Stephen J. Schoepfer
		Name:  Stephen J. Schoepfer
		Title:  Chief Executive Officer
Date: October 21, 2011	By:	/s/ Stephen J. Schoepfer
		Name:  Stephen J. Schoepfer
		Title:  Chief Financial Officer

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EXHIBIT INDEX

31.1 Section 302 Certification of Chief Executive Officer

31.2 Section 302 Certification of Chief Financial Officer

32.1 Section 906 Certification of Chief Executive Officer and Chief Financial Officer

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