SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
_____________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
COMMISSION
FILE NO.: 0-28887
Date
of Report: February 16, 2010
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CARBONICS
CAPITAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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22-3328734
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(State
of other jurisdiction
of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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One
Penn Plaza, Suite 1612, New York, NY
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10019
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
994-5374
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(Registrant’s
telephone number including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01
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Completion
of Disposition of Assets
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On
February 16, 2010 the Registrant’s subsidiary, Sustainable Systems LLC, executed
a Deed in Lieu of Foreclosure Agreement with Sustainable Systems, Inc., GS
AgriFuels Corporation, GreenShift Corporation and Anchor Light,
LP. The Deed in Lieu of Foreclosure Agreement referenced a Loan
Agreement dated December 8, 2008, pursuant to which on February 16, 2010
Sustainable Systems LLC owed Anchor Light, LP $1,586,253.27 and under which
Sustainable Systems LLC was in default. The obligations of
Sustainable Systems LLC under the Loan Agreement were guaranteed by Sustainable
Systems, Inc. (a subsidiary of the Registrant), GS AgriFuels Corporation and
GreenShift Corporation (the “Guarantors”).
The
obligations under the Loan Agreement had been secured by a mortgage of the real
and personal property in Culbertson, Montana on which Sustainable Systems
carried out its operations. Pursuant to the deed in Lieu of
Foreclosure Agreement, Sustainable Systems LLC transferred the property to a
subsidiary of Anchor Light, LP, and Anchor Light, LP agreed that it would not
initiate action against Sustainable Systems, LLC or the Guarantors to enforce
the Loan Agreement, except as necessary to enforce its rights in
foreclosure.
Item
9.01 Financial
Statements and Exhibits
Financial
Statements
Pro forma
financial statements of Carbonics Capital Corporation for the nine months ended
September 30, 2009 will be filed by amendment.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March
3,
2010
CARBONICS CAPITAL
CORPORATION
By: /s/ Paul
Miller
Paul
Miller, Chief Executive Officer