##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 333-126378
 
 CEREPLAST, INC.
 (Exact name of registrant as specified in its charter)
 Nevada
    
    91-2154289(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 3411-3433 West El Segundo BoulevardHawthorne, California
    
    90250(Address of Principal Executive Office)
    
    (Zip Code)
 (310) 676-5000
(Registrants Telephone Number, Including Area Code)
 þ o
  o o o þ
 o þ




---



##### 



CEREPLAST, INC.
FORM 10-Q
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. FINANCIAL STATEMENTS
    
    
    3Balance Sheets at March 31, 2008 and December 31, 2007
    
    
    3Statements of Operations for the three months ended March 31, 2008 and 2007
    
    
    4Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to the Financial Statements
    
    
    6Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    14Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    18Item 4. CONTROLS AND PROCEDURES
    
    
    19Item 4T. CONTROLS AND PROCEDURES
    
    
    19PART IIOTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    
    20Item 1A. RISK FACTORS
    
    
    20Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    27Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    27Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    27Item 5. OTHER INFORMATION
    
    
    27Item 6. EXHIBITS
    
    
    28SIGNATURES
    
    
    29Exhibit 10.2Exhibit 10.3Exhibit 31.1Exhibit 31.2Exhibit 32.1
  Unless otherwise indicated or unless the context requires otherwise, all references in this report
to we, us, our or the Company mean Cereplast, Inc.
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
  
  March 31, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Audited)ASSETSCurrent AssetsCash
    
    $
    5,244,851
    
    
    $
    8,593,714Accounts Receivable, Net
    
    
    455,203
    
    
    
    431,020Inventory
    
    
    2,433,147
    
    
    
    1,827,667Prepaid Expenses
    
    
    122,609
    
    
    
    67,590Total Current Assets
    
    
    8,255,810
    
    
    
    10,919,991Property and EquipmentProperty and Equipment
    
    
    2,997,599
    
    
    
    2,847,956Accumulated Depreciation and Amortization
    
    
    (723,978
    )
    
    
    (596,361
    )Net Property and Equipment
    
    
    2,273,621
    
    
    
    2,251,595Other AssetsRestricted Cash
    
    
    73,739
    
    
    
    72,892Investments
    
    
    500
    
    
    
    500Intangibles, Net
    
    
    50,882
    
    
    
    18,721Deposits
    
    
    389,061
    
    
    
    30,478Total Other Assets
    
    
    514,182
    
    
    
    122,591Total Assets
    
    $
    11,043,613
    
    
    $
    13,294,177LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts Payable
    
    $
    626,266
    
    
    $
    600,289Other Payable
    
    
    1,048
    
    
    
    146Accrued Expenses
    
    
    219,595
    
    
    
    152,947Capital Leases, Current Portion
    
    
    69,555
    
    
    
    71,812Loan Payable, Current Portion
    
    
    11,328
    
    
    
    11,139Total Current Liabilities
    
    
    927,792
    
    
    
    836,333Long-Term LiabilitiesCaptial Leases
    
    
    72,148
    
    
    
    87,440Loan Payable
    
    
    971
    
    
    
    3,874Total Long-Term Liabilities
    
    
    73,119
    
    
    
    91,314Total Liabilities
    
    
    1,000,911
    
    
    
    927,647Shareholders EquityPreferred Stock, $0.001 par value;
5,000,0000 authorized preferred shares
    
    
    
    
    
    
    Common Stock, $0.001 par value;
495,000,000 authorized shares; 261,717,949 shares &
259,302,409 shares issued and outstanding respectively
    
    
    261,718
    
    
    
    259,302Additional Paid in Capital
    
    
    30,248,712
    
    
    
    28,730,547Retained Earnings/(Deficit)
    
    
    (20,467,728
    )
    
    
    (16,623,319
    )Total Shareholders Equity
    
    
    10,042,702
    
    
    
    12,366,530Total Liabilities and Shareholders Equity
    
    $
    11,043,613
    
    
    $
    13,294,177
   3




---



##### Table of Contents



Three Months Ended3/31/2008
    
    
    3/31/2007GROSS SALES
    
    $
    913,152
    
    
    $
    389,762Sales Discounts, Returns & Allowances
    
    
    (21,922
    )
    
    
    (63,649
    )NET SALES
    
    
    891,230
    
    
    
    326,113COST OF SALES
    
    
    778,789
    
    
    
    270,544GROSS PROFIT
    
    
    112,441
    
    
    
    55,569OPERATING EXPENSESDepreciation and Amortization
    
    
    129,464
    
    
    
    60,400Financing Costs
    
    
    
    
    
    
    494,000Financing Discount Costs
    
    
    
    
    
    
    593,329Marketing Expense
    
    
    395,572
    
    
    
    14,848Professional Fees
    
    
    346,040
    
    
    
    52,923Rent Expense
    
    
    264,643
    
    
    
    47,521Research and Development
    
    
    157,098
    
    
    
    63,951Salaries & Wages
    
    
    647,798
    
    
    
    222,254Salaries & Wages  Stock Based Compensation
    
    
    1,512,781
    
    
    
    Other Operating Expenses
    
    
    583,259
    
    
    
    273,113TOTAL OPERATING EXPENSES
    
    
    4,036,655
    
    
    
    1,822,339LOSS FROM OPERATIONS BEFORE OTHER INCOME(EXPENSES)
    
    
    (3,924,214
    )
    
    
    (1,766,770
    )OTHER INCOME (EXPENSES)Interest Income
    
    
    86,376
    
    
    
    30Interest Expense
    
    
    (6,571
    )
    
    
    (10,387
    )79,805
    
    
    
    (10,357
    )LOSS BEFORE PROVISIONS FOR TAXES
    
    
    (3,844,409
    )
    
    
    (1,777,127
    )Provision for Taxes
    
    
    
    
    
    
    NET LOSS
    
    $
    (3,844,409
    )
    
    $
    (1,777,127
    )BASIC AND DILUTED LOSS PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.01
    )WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
    
    
    259,567,853
    
    
    
    206,543,813
   4




---



##### Table of Contents



Three Months Ended3/31/2008
    
    
    3/31/2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (3,844,409
    )
    
    $
    (1,777,127
    )Adjustment to reconcile net loss to net cash
used in operating activitiesDepreciation and amortization
    
    
    129,464
    
    
    
    60,400Financing Discount Costs
    
    
    
    
    
    
    593,329Common Stock Issued for Services, Salaries & Wages
    
    
    1,520,581
    
    
    
    (Increase) Decrease in:Accounts Receivable
    
    
    (24,183
    )
    
    
    (71,655
    )Inventory
    
    
    (605,480
    )
    
    
    (384,796
    )Deposits
    
    
    (358,583
    )
    
    
    Prepaid Expenses
    
    
    (55,020
    )
    
    
    18,913Restricted Cash
    
    
    (847
    )
    
    
    Intangible/Trademarks
    
    
    (34,007
    )
    
    
    Increase (Decrease) in:Accounts Payable
    
    
    25,977
    
    
    
    (220,170
    )Other Payables
    
    
    902
    
    
    
    (661
    )Accrued Expenses
    
    
    66,648
    
    
    
    2,497NET CASH USED IN OPERATING ACTIVITIES
    
    
    (3,178,957
    )
    
    
    (1,779,270
    )NET CASH USED IN INVESTING ACTIVITIES:Purchase of property and equipment, and intangibles
    
    
    (149,643
    )
    
    
    (166,142
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (149,643
    )
    
    
    (166,142
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on Capital Leases
    
    
    (17,549
    )
    
    
    (13,515
    )Payments on Notes Payable
    
    
    
    
    
    
    (250,000
    )Payments on Term Loan Payable
    
    
    (2,714
    )
    
    
    (2,538
    )Proceeds from issuance of common stock and subscription receivable
    
    
    
    
    
    
    3,575,500NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
    
    (20,263
    )
    
    
    3,309,447NET INCREASE IN CASH
    
    
    (3,348,863
    )
    
    
    1,364,035CASH, BEGINNING OF PERIOD
    
    
    8,593,714
    
    
    
    506,487CASH, END OF PERIOD
    
    $
    5,244,851
    
    
    $
    1,870,522
       5




---



##### Table of Contents



NOTES TO THE FINANCIAL STATEMENTS
 (Unaudited)
  Organization
  Line of Business
 TM TM
    
    
    Cereplast Compostables Resins are renewable, ecologically-sound substitutes for
petroleum-based plastics targeting primarily single-use disposables and packaging
applications. We have commercialized more than 30 grades of Compostables Resins in this
product line. These resins are compatible with existing manufacturing processes and
equipment making them a substitute for traditional petroleum-based resins. We commercially
introduced our Compostables line in November 2006.
    
    Cereplast Hybrid Resins potentially replace 50% or more of the petroleum content in
traditional plastics with bio-based materials such as starches from plants. The Hybrid
Resin line is able to offer similar properties to traditional polyolefins such as impact
strength and heat deflection temperature. Hybrid Resins provide a viable alternative for
brand owners and converters looking to partially replace petroleum-based resins in durable
goods applications. Hybrid Resins address this need in a wide range of markets, including
automotive, consumer goods, consumer electronics, medical, packaging, and construction.
These resins are also compatible with existing manufacturing processes and equipment making
them a substitute for traditional petroleum-based resins. We commercially introduced our
first family of Hybrid Resins, Biopropylene, in October 2007.
  6




---



##### Table of Contents



Basis of Presentation
   Use of Estimates
  Recently Issued Accounting Pronouncements
    7




---



##### Table of Contents



Cash and Cash Equivalents
  Concentration of Credit Risk
  Other Concentration
  Restricted Cash
  Fair Value of Financial Instruments
  Accounts Receivable
   8




---



##### Table of Contents



Inventories
  3/31/08
    
    
    12/31/07Raw Materials
    
    $
    1,400,763
    
    
    $
    1,214,519Bioplastic Resins
    
    
    874,795
    
    
    
    472,195Finished Goods
    
    
    128,484
    
    
    
    126,039Packaging Materials
    
    
    29,105
    
    
    
    14,264Promo & Misc.
    
    
    
    
    
    
    650Work in Progress
    
    
    
    
    
    
    $
    2,433,147
    
    
    $
    1,827,667
 Property and Equipment
  3/31/08
    
    
    12/31/07Equipment
    
    $
    2,468,202
    
    
    $
    2,371,194Furniture & Fixtures
    
    
    319,726
    
    
    
    284,613Leasehold Improvements
    
    
    209,671
    
    
    
    192,1492,997,599
    
    
    
    2,847,956Less Accumulated Depreciation
    
    
    (723,978
    )
    
    
    (596,361
    )Net Property and Equipment
    
    $
    2,273,621
    
    
    $
    2,251,595
 Intangibles
  3/31/08
    
    
    12/31/07Intangibles
    
    $
    61,813
    
    
    $
    27,805Less Accumulated Amortization
    
    
    (10,931
    )
    
    
    (9,084
    )Net Intangibles
    
    $
    50,882
    
    
    $
    18,721
 Deferred Income Taxes
   9




---



##### Table of Contents



Revenue Recognition
  Marketing and Advertising
  Research and Development Costs
  Stock-Based Compensation
    10




---



##### Table of Contents



Loss per Share Calculations
  Legal Proceedings
    California Facilities
 
    
    a lease for office,
industrial and warehouse space with monthly rents of $4,550 expiring
in January 2010;
    
    a lease for office, industrial and warehouse space with monthly rents of $5,920 expiring
in January 2010;
    
    a lease for office and warehouse space with monthly rents of $15,576 expiring in April
2012; and
    
    a lease for office and warehouse space with monthly rents of $18,805 expiring in January
2010
 Indiana Facility 
  11




---



##### Table of Contents



Year ending December 31,2008
    
    $
    8,4252009
    
    
    3,87412,299Less Current Portion of Loan Payable
    
    
    (11,328
    )Long Term Portion of Loan Payable
    
    $
    971
     
    
    The first provides for purchase commitments of $1,259,966, for a production line to be
delivered in the third quarter of 2008. The agreement provides for payment of 95% of the
purchase commitment in installments prior to delivery.
    
    The second provides for purchase commitments of $540,362, for material handling
equipment to be delivered in the third quarter of 2008. The agreement provides for payment
of 95% of the purchase commitment in installments prior to delivery.
   12




---



##### Table of Contents



Three months endedMarch 31, 2008WeightedAverageExerciseShares
    
    
    PriceOutstandingbeginning of year
    
    
    11,625
    
    
    $
    0.56Granted at fair value
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled/forfeited
    
    
    
    
    
    
    Outstandingend of quarter
    
    
    11,625
    
    
    
    0.56Options exercisable at quarter-end
    
    
    5,872
    
    
    $
    0.56
  Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    
    Average
    
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contract
    
    
    Intrinsic
    
    
    
    
    
    
    Exercise
    
    
    Contract
    
    
    IntrinsicRange of Exercise Prices
    
    Shares
    
    
    Price
    
    
    Life
    
    
    Value
    
    
    Shares
    
    
    Price
    
    
    Life
    
    
    Value$0.0-$0.56
    
    
    11,625
    
    
    $
    0.56
    
    
    
    5.83
    
    
    $
    0.872
    
    
    
    5,872
    
    
    $
    0.56
    
    
    
    5.25
    
    
    $
    3,729
     13




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
    
    volatility or decline of our stock price;
    
    potential fluctuation in quarterly results;
    
    our failure to earn profits;
    
    inadequate capital to expand our business, or inability to raise additional capital or
financing to implement our business plans;
    
    changes in demand for our products and services;
    
    rapid and significant changes in markets;
    
    litigation with or legal claims and allegations by outside parties; and
    
    insufficient revenues to cover operating costs.
    14




---



##### Table of Contents



General
  
    
    Cereplast Compostables Resins are renewable, ecologically-sound substitutes for
petroleum-based plastics targeting primarily single-use disposables and packaging
applications. We have commercialized more than 30 grades of Compostables Resins in this
product line. These resins are compatible with existing manufacturing processes and
equipment making them a substitute for traditional petroleum-based resins. We commercially
introduced our Compostables line in November 2006.
    
    Cereplast Hybrid Resins potentially replace 50% or more of the petroleum content in
traditional plastics with bio-based materials such as starches from plants. The Hybrid
Resin line is able to offer similar properties to traditional polyolefins such as impact
strength and heat deflection temperature. Hybrid Resins provide a viable alternative for
brand owners and converters looking to partially replace petroleum-based resins in durable
goods applications. Hybrid Resins address this need in a wide range of markets, including
automotive, consumer goods, consumer electronics, medical, packaging, and construction.
These resins are also compatible with existing manufacturing processes and equipment making
them a substitute for traditional petroleum-based resins. We commercially introduced our
first family of Hybrid Resins, Biopropylene, in October 2007.
  Trends and Uncertainties that May Impact Future Results of Operations
 Sales.
  15




---



##### Table of Contents



Operating Expenses.
 Expansion of Operations.
    Sales
  Gross Profit
   16




---



##### Table of Contents



Operating Expenses
 
    
    Overall, total operating expenses increased by $2,214,316 or 121.5%, to $4,036,655
for the three months ended March 31, 2008 compared to the three months ended March 31,
2007. The increase is attributable to increased spending to support the commercial
introduction of our two resin families and the growth of our business. Salaries and
wages increased by $425,544 and is attributable to head count increases across all
departments to support the commercial introduction of our resins. Headcount increased
from 22 employees at March 31, 2007 to 63 employees at March 31, 2008. Non-cash
compensation increased by $1,512,781 as a result of our issuance of 2,375,540 restricted
common shares valued at $1,354,054, together with the expense of $143,727 relating to
employee stock options.
    
    Marketing expense increased by $380,724 to support the commercial launch of the two
families of resins and the development of a direct sales team.
    
    Rent expense increased by $217,122 as a result of manufacturing and logistic
expansions both at our Hawthorne facility and also at our new Seymour facility. We
currently have our primary resin manufacturing operations in Hawthorne, California and
are in the process of completing a second manufacturing facility to join our present
distribution facility in Indiana to support sales and production growth.
    
    Research and development increased by $93,147 as a result of our effort to develop
both specific new grades of resins for current customer applications as well as
additional standard grades of resins within the Hybrid family.
 Net Loss
       17




---



##### Table of Contents



Payments Due by PeriodLess Than
    
    
    2-3
    
    
    4-5
    
    
    More ThanTotal
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsCapitalized lease obligations
    
    $
    166,154
    
    
    $
    85,728
    
    
    $
    74,321
    
    
    $
    6,105
    
    
    $
    Purchase obligations
    
    
    1,478,356
    
    
    
    1,478,356
    
    
    
    
    
    
    
    
    
    
    
    Indebtedness
    
    
    12,299
    
    
    
    11,328
    
    
    
    971
    
    
    
    
    
    
    
    $
    1,656,809
    
    
    $
    15,754,412
    
    
    $
    75,292
    
    
    $
    6,105
    
    
    $
    
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   18




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
    
 ITEM 4T. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   19




---



##### Table of Contents



Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 Risks Relating to Our Business
 We have incurred net losses in the past and we may incur net losses in the future.
  
    
    expansion of operations and resources to support our business growth
    
    development of our new bioplastic production facility in Seymour, Indiana;
    
    continued development of new products and associated intellectual property
protection;
    
    marketing and other promotional activities; and
    
    joint development of proprietary products with key strategic business partners.
    20




---



##### Table of Contents



We have a limited operating history, which makes it difficult to evaluate our financial
performance and prospects.
  We may be required to raise additional capital to fund our research and development efforts as
well as our continuing operations. If such additional financing is not available, we may need to
cease operations.
  
    
    the speed at which our products are accepted into the market;
    
    the level of spending to increase manufacturing capacity;
    
    costs of recruiting and retaining qualified personnel; and
    
    the level of research and development investments.
  The commercial success of our business depends on the widespread market acceptance of products
manufactured with our bio-based resins. If we are unable to generate interest in our bio-based
resins or if the manufacturers are unable to generate interest in products produced with our
resins, we will be unable to generate increased sales and we will be forced to cease operations.
  We have only recently commenced industrial scale production of our bio-based resins and it is
possible that some of our bio-based resins or plastic products made with our bio-based resins may
not perform as well as other resins or traditional plastics.
   21




---



##### Table of Contents



We may not be successful in protecting our intellectual property and proprietary rights and
may be required to expend significant amounts of money and time in attempting to protect these
rights. If we are unable to protect our intellectual property and proprietary rights, our
competitive position in the market could suffer.
      22




---



##### Table of Contents



Confidentiality agreements with employees and others may not adequately prevent disclosure of
trade secrets and other proprietary information.
  Management and affiliates own enough shares to have a substantial impact on shareholder vote
which could cause us to take action that may not be in the best interest of all shareholders.
  Given our limited resources, we may not effectively manage our growth.
   23




---



##### Table of Contents



Established product manufacturers could improve the ability to recycle their existing products
or develop new environmentally preferable products which could render our technology less
competitive.
  Many potential competitors who have greater resources and experience than we do may develop
products and technologies that compete with ours.
  We rely on prime grade polylactic acid (PLA) supplied from NatureWorks, LLC in manufacturing
some of our Compostables TM resins. If we lose NatureWorks, LLC as a supplier, the
price of these resins may increase or the introduction and market acceptance of these resins may be
delayed.
 TM TM
 Fluctuations in the costs of our raw materials could have an adverse effect on our financial
condition and results of operations.
  During the quarter ended March 31, 2008, we had one significant customer that accounted for
44.9% of total sales. The loss of this customer could adversely affect our short-term sales and
profitability.
   24




---



##### Table of Contents



Our operations are subject to regulation by the U.S. Food and Drug Administration.
   Regulatory changes applicable to us, or the products in our end-use markets, could adversely
affect our financial condition and results of operations.
  We may be liable for damages based on product liability claims brought against our customers
in our end-use markets.
  Loss of key personnel or our inability to attract and retain new qualified personnel could
hurt our business and inhibit our ability to operate and grow successfully.
  We currently manufacture our bio-based resins at a single 55,000 square foot facility in
Hawthorne, California. Full or partial loss of use of this facility could materially impair our
business.
   25




---



##### Table of Contents



Disruptions or delays in the development of our new bioplastic production facility could
materially and adversely affect our results of operations.
   Downturns in general economic conditions could adversely affect our profitability.
  Risks related to our stock
 Our common stock is subject to the Penny Stock rules of the SEC and the trading market in
our securities is limited, which makes transactions in our stock cumbersome and may reduce the
value of an investment in our stock.
  
    
    that a broker or dealer approve a persons account for transactions in penny stocks;
and
    
    that the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be purchased.
  
    
    obtain financial information concerning the persons financial situation, and
investment experience and investment objectives of the person; and
    
    make a reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
  26




---



##### Table of Contents




    
    sets forth the basis on which the broker or dealer made the suitability
determination; and
    
    that the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
    
    2,375,540 shares of Cereplast common stock valued at $1,354,054 to our directors and
employees as part of their compensation pursuant to an exemption under Regulation D
under the Securities Act.
    
    40,000 shares of Cereplast common stock valued at $22,800 for services rendered by
consultants pursuant to an exemption under Regulation D under the Securities Act.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
    27




---



##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description10.1
    
    
    Employment Agreement, dated as of March 18, 2008, between Cereplast, Inc. and Randy Woelfel
(filed with the Companys current report on Form 8-K on March 21, 2008 and incorporated
herein by reference).10.2
    
    
    Lease Agreement, dated as of January 1, 2008, between Whittymore, LLC and Cereplast, Inc.10.3
    
    
    Employment Agreement, dated as of August 1, 2006, between Cereplast, Inc. and Frederic Scheer.31.1
    
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. ***
 
 ***
    
    In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed
filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.  28




---



##### Table of Contents



SIGNATURES
  Date: May 9, 2008
    CEREPLAST, INC.By:
    /S/ Frederic ScheerFrederic ScheerChairman, Chief Executive Officer
(Principal Executive Officer and Interim
Principal Accounting Officer)By:
    /S/ Stephan GardenStephan GardenSVP Finance & Business Development
(Principal Financial Officer)  29




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    
    Employment Agreement, dated as of March 18, 2008, between Cereplast, Inc. and Randy Woelfel
(filed with the Companys current report on Form 8-K on March 21, 2008 and incorporated
herein by reference).10.2
    
    
    Lease Agreement, dated as of January 1, 2008, between Whittymore, LLC and Cereplast, Inc.10.3
    
    
    Employment Agreement, dated as of August 1, 2006, between Cereplast, Inc. and Frederic Scheer.31.1
    
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. ***
 
 ***
    
    In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed
filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.  30