10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended June 30, 2011.

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

For the transition period from ______ to ______.

Commission file number 000-28761

CARBONICS CAPITAL CORPORATION

(Exact name of registrant as specified in its Charter)

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

100 Overlook Center, 2^nd Floor

Princeton, NJ 08540

(Address of Principal Executive Offices)

(905) 673-8501

(Registrant’s Telephone Number, Including Area Code)

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

Yes þ No o

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  o	Accelerated Filer   o
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 o 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 o   No þ

As of November 3, 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, in accordance with their terms, into a number of shares of Common Stock equal to 73.75% of the fully diluted outstanding shares of Common Stock.

EXPLANATORY NOTE

The sole purpose of this amendment to Carbonics Capital Corporation’s quarterly report on Form 10-Q for the period ended June 30, 2011, filed with the Securities Exchange Commission on November 3, 2011 (“Form 10-Q”), is to furnish the interactive data files set forth in Exhibit 101 in accordance with Rule 405 of Regulation S-T.

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

ITEM 6. EXHIBITS

(a) Exhibits

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

SIGNATURES

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

	CARBONICS CAPITAL CORPORATION
Date: June 21, 2012	By:	/s/ Stephen J. Schoepfer
		Name:  Stephen J. Schoepfer
		Title:  Chief Executive Officer
Date: June 21, 2012	By:	/s/ Stephen J. Schoepfer
		Name: Stephen J. Schoepfer
		Title:  Chief Financial Officer

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
†101	The following materials from Carbonics Capital Corporation’s Form 10-Q for the quarter ended June 30, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets at June 30, 2011 (unaudited) and December 31, 2010, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010 (with cumulative totals since inception) (unaudited), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the period December 23, 2008 (inception) through June 30, 2011 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 (with cumulative totals since inception) (unaudited) and (v) Notes to Condensed Consolidated Financial Statements (unaudited). Furnished herewith. ________________ * Filed or furnished with the initial filing of this Form 10-Q filed on November 3, 2011. † Pursuant to Rule 406T of Regulation S-T, the interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Oil and Gas Properties, Unproven

6 Months Ended

Jun. 30, 2011

Oil and Gas Properties, Unproven [Abstract]

Oil and Gas Properties, Unproven [Text Block]

3.  Oil and Gas Properties, Unproven

Summary

As of June 30, 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	)
6 months ended June 30, 2011		-		-			-
		-		-			-
Inception through June 30, 2011	$	24,141,000	$	(3,041,000	)	$	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.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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.

Fair Value Framework

The following table reconciles, for the six months ended June 30, 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
Additional liability incurred		45,000
Change in fair value during period		(2,623,000	)
Balance at June 30, 2011	$	2,033,000

Net Loss per Share of Common Stock

The Company’s basic loss per common share is based on net 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 loss attributable to common stockholders is as follows:

	Three Months Ended						Six Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Loss attributable to common stockholders	$	(1,609,000	)	$	(152,000	)	$	(817,000	)	$	(1,522,000	)
Weighted-average common shares outstanding		2,879,307,000			2,060,134,000			2,879,307,000			1,721,944,000
Basic and diluted 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:

	June 30, 2011			June 30, 2010
Warrants		2,250,000			-
Senior secured convertible debentures		100,691,000,000	*		-
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.

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 42,928	$ 180,030
Restricted cash	286,800	461,259
Trading securities - Restricted	457,685	276,686
Prepaid and other current assets	21,398	206
Total current assets	808,811	918,181
Oil and gas properties, unproven	21,100,000	21,100,000
Total assets	21,908,811	22,018,181
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Senior secured convertible debenture, net of discount	26,699,096	25,895,212
Account payable and accrued expenses	234,950	125,000
Line of credit	8,584	8,407
Convertible debentures	5,354,026	4,586,026
Promissory notes	30,000	0
Accrued interest	3,995,147	2,421,861
Derivative liability	2,033,000	4,611,000
Total current liabilities	38,354,803	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	(6,862,729)	(6,046,062)
Total stockholders' deficiency	(16,445,992)	(15,629,325)
Total liabilities and stockholders' deficiency	$ 21,908,811	$ 22,018,181

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)	6 Months Ended		30 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Operating activities:
Net Loss	$ (816,667)	$ (1,521,923)	$ (6,862,729)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Impairment of long-lived assets	0	1,331,215	3,041,518
Change in fair value of derivative liability	(2,623,000)	0	(3,697,000)
Unrealized losses on marketable securities	4,980	694	5,750
Amortization of debt discount	1,496,884	0	3,289,384
Changes in Assets and Liabilities
Increase in prepaid and other current assets	(21,192)	0	(21,398)
Increase in accounts payable and accrued expenses	109,950	0	234,950
Increase in accrued interest	1,573,463	0	2,841,131
Net cash used in operating activities	(275,582)	(190,014)	(1,168,394)
Investing activities:
Restricted cash	174,459	(170,380)	(286,800)
Proceeds from sale of trading securities	276,075	354,319	1,090,471
Purchases of trading securities	(462,054)	(459,687)	(1,553,906)
Net cash used in investing activities	(11,520)	(275,748)	(750,235)
Financing activities
Line of credit	0	0	8,407
Proceeds from advances	0	0	732,497
Proceeds from issuance of senior secured convertible debenture	120,000	0	770,000
Proceeds from issuance of promissory notes	30,000	0	30,000
Capital contribution	0	435,770	420,653
Net cash provided by financing activities	150,000	435,770	1,961,557
(Decrease) Increase in cash	(137,102)	(29,992)	42,928
Cash and cash equivalents, beginning of period	180,030	56,743	0
Cash and cash equivalents, end of period	42,928	26,751	42,928
NONCASH INVESTING AND FINANCING ACTIVITIES
Oil and gas properties, unproven	0	0	24,141,518
Debt discount derived from derivative liability - Convertible debentures	0	0	406,000
Debt discount derived from derivative liability - Senior Secured convertible debentures	45,000	0	5,324,000
Reverse merger liabilities and equity adjustments
Accrued interest	0	0	1,154,193
Senior secured convertible debenture	0	0	27,640,712
Convertible debentures	0	0	6,083,026
Total	$ 45,000	$ 0	$ 64,749,449

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Basis of Presentation and Nature of Organization

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.  Basis of Presentation and Nature of Organization

Nature of Operations

Carbonics Capital Corporation’s wholly owned subsidiary, Westport Acquisition LLC and its wholly owned subsidiary, Westport Energy, LLC (the Company), 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 Over-the-Counter Bulletin Board under the symbol CICSE.OB.

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 June 30, 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.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	2,879,307,140	2,879,307,140
Common stock, shares outstanding	2,879,307,140	2,879,307,140
Series C Preferred Stock [Member]
Preferred stock, shares issued	921,890	921,890
Preferred stock, shares outstanding	921,890	921,890

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DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2011	Nov. 03, 2011
Entity Registrant Name	CARBONICS CAPITAL CORP
Entity Central Index Key	0001102414
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	cics
Entity Common Stock, Shares Outstanding		2,879,307,140
Document Type	10-Q
Amendment Flag	true
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011
Amendment Description	The sole purpose of this amendment to Carbonics Capital Corporation's quarterly report on Form 10-Q for the period ended June 30, 2011, filed with the Securities Exchange Commission on November 3, 2011, is to furnish the interactive data files set forth in Exhibit 101 in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		30 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Net sales	$ 0	$ 0	$ 0	$ 0	$ 0
Cost of sales	0	0	0	0	0
Gross Profit	0	0	0	0	0
Operating expenses
Impairment loss	0	0	0	1,331,215	3,041,518
General and administrative expenses	219,004	152,757	369,642	190,760	1,380,766
Total operating expenses	219,004	152,757	369,642	1,521,975	4,422,284
Loss from operations	(219,004)	(152,757)	(369,642)	(1,521,975)	(4,422,284)
Interest income (expense)	(1,536,357)	(10)	(3,064,877)	20	(6,131,722)
Change in fair value of derivative liability	151,000	0	2,623,000	0	3,697,000
Gains (Losses) from trading securities	(4,860)	681	(5,148)	32	(5,723)
Loss before income tax provision	(1,609,221)	(152,086)	(816,667)	(1,521,923)	(6,862,729)
Income tax provision	0	0	0	0	0
Net loss	$ (1,609,221)	$ (152,086)	$ (816,667)	$ (1,521,923)	$ (6,862,729)
Basic and diluted loss per common share (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding, basic and diluted (in shares)	2,879,307,000	2,060,133,970	2,879,307,000	1,721,943,803

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Promissory Notes

6 Months Ended

Jun. 30, 2011

Promissory Notes [Abstract]

Promissory Notes [Text Block]

6.  Promissory Note

On June 30, 2011, the Company issued to YA Global Investments, L.P., a short term promissory note 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.

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Convertible Debentures, Derivative Liability and Debt Discount

6 Months Ended

Jun. 30, 2011

Convertible Debentures, Derivative Liability and Debt Discount [Abstract]

Convertible Debentures, Derivative Liability and Debt Discount [Text Block]

5.  Convertible Debentures, Derivative Liability, and Debt Discount

 The following is a summary of the Company’s convertible debenture arrangements as of June 30, 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)		(729,000	)
Total current convertible debentures	$	5,354,000

The following is a summary of the Company’s senior secured convertible debenture arrangements as of June 30, 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
Senior secured convertible debenture payable to YA Global due August 2012 – 9%		120,000
Debt discount (original debt discount of $3,045,000)		(1,712,000	)
Total current senior secured convertible debentures	$	26,699,000

Technical default

As of June 30, 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,			June 30,
	2010			2011
Risk Free Interest Rate		2.5	%		1	%
Volatility		100	%		75	%
Term	1.00 years			.5 years
Dividend Rate		0	%		0	%
Closing Price of Common Stock	$	0.0001		$	0.0001

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Line of Credit

6 Months Ended

Jun. 30, 2011

Line Of Credit [Abstract]

Line Of Credit [Text Block]

7.  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 restricted cash.

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Subsequent Events

6 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

8.  Subsequent Events

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.

On October 25, 2011, the Company issued to YA Global Investments, L.p., a promissory note dated October 25, 2011 in the principal amount of $50,000.  The note bears interest at the rate of 10% per annum, payable at maturity.  The maturity date of the note is October 30, 2012.  The note is secured by a pledge of all of the assets of the Company previously granted to the Lender.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $)	Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 22, 2008	0	0
December 23, 2008 contribution of assets	$ 0	$ 0	$ 24,141,518	$ 0	$ 24,141,518
Reverse merger recapitalization	806	12,728	(13,534)	0	0
Reverse merger recapitalization (in shares)	805,767	127,279,406
Balance at Dec. 31, 2008	806	12,728	24,127,984	0	24,141,518
Balance (in shares) at Dec. 31, 2008	805,767	127,279,406
Shares issued prior to reverse merger by acquiree	0	0	0	0	0
Shares issued prior to reverse merger by acquiree (in shares)	166,275	355,562,697
Capital contribution	0	0	732,497	0	732,497
Reverse merger recapitalization	166	35,556	(35,722)	0	0
Reverse merger recapitalization (in shares)	0	0
Net loss	0	0	0	(213,110)	(213,110)
Balance at Dec. 31, 2009	972	48,284	24,824,759	(213,110)	24,660,905
Balance (in shares) at Dec. 31, 2009	972,042	482,842,103
Shares issued prior to reverse merger by acquiree	0	0	0	0	0
Shares issued prior to reverse merger by acquiree (in shares)	(50,152)	2,396,465,037
Capital contribution	0	0	420,653	0	420,653
Reverse merger recapitalization	(51)	239,647	(35,117,527)	0	(34,877,931)
Reverse merger recapitalization (in shares)	0	0
Net loss	0	0	0	(5,832,952)	(5,832,952)
Balance at Dec. 31, 2010	921	287,931	(9,872,115)	(6,046,062)	(15,629,325)
Balance (in shares) at Dec. 31, 2010	921,890	2,879,307,140
Net loss	0	0	0	(816,667)	(816,667)
Balance at Jun. 30, 2011	$ 921	$ 287,931	$ (9,872,115)	$ (6,862,729)	$ (16,445,992)
Balance (in shares) at Jun. 30, 2011	921,890	2,879,307,140

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Environmental Matters

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies [Text Block]

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 six months ended June 30, 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.