As filed with the Securities and Exchange Commission on March 24, 2008
                            Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CARBONICS CAPITAL CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

 Delaware                                                         22-3328734
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
                    (Address of Principal Executive Offices)

                        2008 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                          Carbonics Capital Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                <C>                     <C>
     Common Stock,       10,000,000 shares          $0.03              $300,000                $11.79
     $.001 par value
--------------------------------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  10,000,000
     shares by $0.03, the closing price for the Common Stock reported on the OTC
     Bulletin Board as of March 20, 2008.
</FN>
</TABLE>

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Carbonics  Capital  Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)  Carbonics  Capital's Annual Report on Form 10-KSB/A  (Amendment No. 1)
          for the year ended December 31, 2006;

     (b)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended March 31, 2007;

     (c)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended June 30, 2007;

     (d)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended September 30, 2007;

     (e)  Carbonics  Capital's  Current Report on Form 8-K dated October 3, 2007
          and filed on October 5, 2007;

     (f)  Carbonics  Capital's Current Report on Form 8-K dated November 9, 2007
          and filed on November 12, 2007;

     (g)  Carbonics  Capital's Current Report on Form 8-K dated November 9, 2007
          and filed on November 13, 2007;

     (h)  Carbonics Capital's Current Report on Form 8-K dated November 30, 2007
          and filed on November 30, 2007;

     (i)  Carbonics  Capital's Current Report on Form 8-K dated January 25, 2008
          and filed on January 31, 2008;

     (j)  Carbonics Capital's Current Report on Form 8-K dated February 11, 2008
          and filed on February 13, 2008;

     (k)  the description of Carbonics  Capital's  Common Stock contained in its
          Registration Statement on Form 10-SB (No. 000-28887).

     Carbonics  Capital  is  also   incorporating  by  reference  all  documents
hereafter filed by Carbonics  Capital pursuant to Sections 13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Robert  Brantl,  Esq.,  counsel to Carbonics  Capital,  has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of Carbonics Capital Corporation.

Item 6.   Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

         Our certificate of incorporation also provides that Carbonics Capital
will indemnify our directors and officers against liabilities arising from their
service as directors and officers to the fullest extent permitted by Delaware
corporate law. Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2008 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.  Undertakings.

     Carbonics Capital Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
Carbonics Capital pursuant to the provisions of the Delaware General Corporation
Law or otherwise,  Carbonics Capital has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Carbonics  Capital  of  expenses  incurred  or paid by a  director,  officer  or
controlling person of Carbonics Capital in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with the securities  being  registered,  Carbonics  Capital will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  Carbonics
Capital Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 24th day of
March, 2008.

                               CARBONICS CAPITAL CORPORATION

                               By: /s/ Kevin Kreisler
                               --------------------------------------
                                       Kevin Kreisler, Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 24, 2008.

/s/ Kevin Kreisler
----------------------------------
    Kevin Kreisler, Director,
    Chief Executive Officer


/s/ Jacqueline Flynn
----------------------------------
    Jacqueline Flynn
    Chief Financial and Accounting Officer


/s/ Kurt Gordon
---------------------------------
    Kurt Gordon, Director


/s/ David Winsness
---------------------------------
    David Winsness, Director
[{"type": "S-8", "sequence": "1", "filename": "ccs832508.txt", "description": "CARBONICS CAPITAL CORP. S-8", "secsgml_size_bytes": 12507}]
{"company-data": {"conformed-name": "CARBONICS CAPITAL CORP", "cik": "0001102414", "assigned-sic": "6799", "irs-number": "223328734", "state-of-incorporation": "DE", "fiscal-year-end": "1208"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149873", "film-number": "08707363"}, "business-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119", "phone": "(212) 994-5374"}, "mail-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119"}, "former-company": [{"former-conformed-name": "GREENSHIFT CORP", "date-changed": "20050517"}, {"former-conformed-name": "GREENWORKS CORP", "date-changed": "20041228"}, {"former-conformed-name": "TELCO TECHNOLOGY INC", "date-changed": "20000104"}]}
As filed with the Securities and Exchange Commission on March 24, 2008
                            Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CARBONICS CAPITAL CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

 Delaware                                                         22-3328734
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
                    (Address of Principal Executive Offices)

                        2008 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                          Carbonics Capital Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,       10,000,000 shares          $0.03              $300,000                $11.79
     $.001 par value
--------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  10,000,000
     shares by $0.03, the closing price for the Common Stock reported on the OTC
     Bulletin Board as of March 20, 2008.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Carbonics  Capital  Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)  Carbonics  Capital's Annual Report on Form 10-KSB/A  (Amendment No. 1)
          for the year ended December 31, 2006;

     (b)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended March 31, 2007;

     (c)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended June 30, 2007;

     (d)  Carbonics  Capital's  Quarterly  Report on Form 10-QSB for the quarter
          ended September 30, 2007;

     (e)  Carbonics  Capital's  Current Report on Form 8-K dated October 3, 2007
          and filed on October 5, 2007;

     (f)  Carbonics  Capital's Current Report on Form 8-K dated November 9, 2007
          and filed on November 12, 2007;

     (g)  Carbonics  Capital's Current Report on Form 8-K dated November 9, 2007
          and filed on November 13, 2007;

     (h)  Carbonics Capital's Current Report on Form 8-K dated November 30, 2007
          and filed on November 30, 2007;

     (i)  Carbonics  Capital's Current Report on Form 8-K dated January 25, 2008
          and filed on January 31, 2008;

     (j)  Carbonics Capital's Current Report on Form 8-K dated February 11, 2008
          and filed on February 13, 2008;

     (k)  the description of Carbonics  Capital's  Common Stock contained in its
          Registration Statement on Form 10-SB (No. 000-28887).

     Carbonics  Capital  is  also   incorporating  by  reference  all  documents
hereafter filed by Carbonics  Capital pursuant to Sections 13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Robert  Brantl,  Esq.,  counsel to Carbonics  Capital,  has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of Carbonics Capital Corporation.

Item 6.   Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

         Our certificate of incorporation also provides that Carbonics Capital
will indemnify our directors and officers against liabilities arising from their
service as directors and officers to the fullest extent permitted by Delaware
corporate law. Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2008 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.  Undertakings.

     Carbonics Capital Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
Carbonics Capital pursuant to the provisions of the Delaware General Corporation
Law or otherwise,  Carbonics Capital has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Carbonics  Capital  of  expenses  incurred  or paid by a  director,  officer  or
controlling person of Carbonics Capital in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with the securities  being  registered,  Carbonics  Capital will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  Carbonics
Capital Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 24th day of
March, 2008.

                               CARBONICS CAPITAL CORPORATION

                               By: /s/ Kevin Kreisler
                               --------------------------------------
                                       Kevin Kreisler, Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 24, 2008.

/s/ Kevin Kreisler
----------------------------------
    Kevin Kreisler, Director,
    Chief Executive Officer

/s/ Jacqueline Flynn
----------------------------------
    Jacqueline Flynn
    Chief Financial and Accounting Officer

/s/ Kurt Gordon
---------------------------------
    Kurt Gordon, Director

/s/ David Winsness
---------------------------------
    David Winsness, Director