Item 5.02 Departure of Directors or Certain Officers; Election of
Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 15, 2009, Derek McLeish resigned as CEO and Chairman of Carbon Sciences, Inc. (the "Company"). There were no disagreements between the Company and Mr. McLeish that led to his resignation.

Also, effective May 20, 2009, Byron Elton, the Company's President, was appointed as Chairman, Chief Executive Officer and Acting Chief Financial Officer to fill the vacancies created by Mr. McLeish's resignation. Mr. Elton has been President and Chief Operating Officer of the Company since January 5, 2009 and a director of the Company since March 16, 2009. Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies and building top-flight marketing organizations. He previously served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California in 1995 to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television Network from 1995 to 1999.

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