UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR QUARTER ENDED September 30, 2005

                       Commission file number: 333-126378
                                               -----------

                                 CEREPLAST, INC.
                     ---------------------------------------
             (Exact name of Registrant as Specified in its Charter)


      Nevada                                            91-2154289
-----------------                                ----------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


         3421-3433 West El Segundo Boulevard, Hawthorne, California 90250
             -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (310) 676-5000
                           --------------------------
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(B) of the Act:


                                                        Name of Each Exchange On
 Title of Each Class                                         Which Registered

    COMMON STOCK                                                   OTC

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

                                    Yes      X                No _______
                                        --------------

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date:

         As of  October  31,  2005  the  number  of  shares  outstanding  of the
registrant's only class of common stock was 162,171,262.

         Transitional Small Business Disclosure Format (check one):

                                    Yes ________              No    X
                                                              ---------



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements

<S>                                                                                                         <C>
         Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004...........................2

         Statements of Operations for the Three Months and Nine Months ended
         September 30, 2005 (unaudited) and September 30, 2004 (unaudited)...................................3

         Statement of Stockholders' Deficit for the Year Ended December 31, 2004,
         and for the Nine Months Ended September 30, 2005 (unaudited)........................................4

         Statements of Cash Flows for the Nine Months ended
         September 30, 2005 (unaudited) and September 30, 2004 (unaudited)...................................6

         Notes to Financial Statements (unaudited)...........................................................7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...............................................................................9

Item 3.  Controls and Procedures............................................................................13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................................................13

Item 2.  Changes in Securities..............................................................................13

Item 3.  Defaults upon Senior Securities....................................................................14

Item 4.  Submission of Matters to a Vote of Security Holders................................................14

Item 5.  Other Information..................................................................................14

Item 6.  Exhibits and Reports on Form 8-K...................................................................14

Signatures..................................................................................................16

</TABLE>




<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.    CONDENSED FINANCIAL STATEMENTS

                                CEREPLAST, INC.
                            CONDENSED BALANCE SHEETS
                    SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
<TABLE>
<CAPTION>
                                                                          Quarter Ended       Year Ended
                                                                          -------------     --------------
                                                                          September 30,      December 31,
                                                                              2005               2004
                                                                          -------------     --------------
                                                                           (unaudited)
                                                   ASSETS
Current Assets
<S>                                                                       <C>               <C>
   Cash                                                                   $      13,074     $        4,705
   Accounts Receivable, Net                                                     104,351             35,582
   Inventory                                                                    148,172            194,173
   Prepaid Taxes                                                                  1,753                  -
                                                                          -------------     --------------
                        Total Current Assets                                    267,350            234,460
                                                                          -------------     --------------

Property and Equipment
   Property and Equipment, net                                                  360,610            159,209

    Accumulated Depreciation and Amortization                                   (65,947)           (34,607)
                                                                          -------------     --------------
                       Net Property and Equipment                               294,663            124,602
                                                                          -------------     --------------

Other Assets
   Intangibles, Net                                                               1,995              2,205
   Deposits                                                                      33,717              1,684
                                                                          -------------     --------------
                        Total Other Assets                                       35,712              3,889
                                                                          -------------     --------------

                       Total Assets                                       $     597,725     $      362,951
                                                                          =============     ==============

                               LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
   Accounts Payable                                                       $     146,564     $      220,442
   Other Payable                                                                  2,920                  -
   Accrued Expenses                                                              40,580             59,590
   Credit Lines                                                                  45,290             32,212
   Note Payable, Customer                                                        50,000                  -
   Shareholders' Loan                                                           249,375                  -
   Capital Leases, Current Portion                                               36,872              8,863
   Loan Payable, Current Portion                                                  9,573              9,102
                                                                          -------------     --------------
                      Total Current Liabilities                                 581,174            330,209
                                                                          -------------     --------------

Long-Term Liabilities
   Capital Leases                                                               138,690             14,635
   Loan Payable                                                                  27,922             35,162
   Shareholders' Loan                                                                 -            158,170
                                                                          -------------     --------------
                       Total Long-Term Liabilities                              166,612            207,967
                                                                          -------------     --------------

                       Total Liabilities                                        747,786            538,176

Shareholders' Equity (Deficit)
      Preferred Stock, $0.001 par value;
      5,000,000 authorized preferred shares;
      0 and 75,000 shares issued and outstanding                                      -                 75
      Common Stock, $0.001 par value;
      475,000,000 authorized shares;
      162,171,262 and 129,826,125 shares issued and outstanding                 162,172            129,827
     Additional Paid in Capital                                                 781,653            137,300
     Accumulated Deficit                                                     (1,093,886)          (442,427)
                                                                          -------------     --------------
                      Total Shareholders' Equity (Deficit)                     (150,061)          (175,225)
                                                                          -------------     --------------
                      Total Liabilities and Shareholders' Equity (Deficit)$     597,725     $      362,951
                                                                          =============     ==============
</TABLE>
                 See Accompanying Notes to Financial Statements
                                        2
<PAGE>

                                 CEREPLAST, INC.
                            STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Quarter Ended                        Nine Months Ended
                                                        -------------------------------------  -------------------------------------
                                                           September 30,      September 30,      September 30,       September 30,
                                                               2005                2004               2005               2004
                                                        ------------------  -----------------  -----------------  ------------------


<S>                                                     <C>                 <C>                <C>                <C>
REVENUES                                                $         172,935   $        274,536   $        464,052   $         494,403

COST OF SALES                                                     179,229            295,179            418,970             473,965
                                                        ------------------  -----------------  -----------------  ------------------

             GROSS PROFIT                                          (6,294)           (20,643)            45,082              20,438

OPERATING EXPENSES                                                224,524             45,844            663,155             192,573
                                                        ------------------  -----------------  -----------------  ------------------

LOSS FROM OPERATIONS BEFORE OTHER EXPENSES                       (230,818)           (66,487)          (618,073)           (172,135)

OTHER EXPENSES
  Interest                                                        (14,988)            (5,921)           (33,386)            (15,715)
                                                        ------------------  -----------------  -----------------  ------------------

                  NET LOSS                              $        (245,806)  $        (72,408)  $       (651,459)  $        (187,850)
                                                        ==================  =================  =================  ==================

BASIC AND DILUTED LOSS PER SHARE                        $           (0.00)  $          (0.00)
                                                        ==================  =================

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                    151,590,529        128,194,151
      BASIC AND DILUTED                                 ==================  =================

</TABLE>




                 See Accompanying Notes to Financial Statements
                                        3



<PAGE>
                                CEREPLAST, INC.
                       STATEMENT OF SHAREHOLDERS' DEFICIT
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                Additional
                                                  Common stock             Preferred stock      Paid-in      Accumulated
                                           -------------------------- ----------------------
                                             Shares       Amount       Shares       Amount      Capital        Deficit       Total
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
<S>                                        <C>          <C>           <C>         <C>        <C>          <C>             <C>
Balance, December 31, 2003                 123,172,500  $ 123,173           -     $      -   $    1,827   $   (155,729)   $ (30,729)

Issuance of preferred stock in February
2004 for cash (75,000 preferred shares
issued at $1.00 per share)                           -          -      75,000           75       74,925              -       75,000

Issuance of common stock in March 2004
for services (6,406,125 common shares
issued at fair value)                        6,406,125      6,406           -            -       58,296              -       64,702

Net Loss                                             -          -           -            -            -       (115,442)    (115,442)
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
Balance, June 30, 2004                     129,578,625    129,579      75,000           75      135,048       (271,171)      (6,469)

Issuance of common stock in December 2004
for services (247,500 common shares issued
at fair value)                                 247,500        248           -            -        2,252              -        2,500

Net Loss                                             -          -           -            -            -       (171,256)    (171,256)
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
Balance, December 31, 2004                 129,826,125  $ 129,827      75,000     $     75   $  137,300   $   (442,427)   $(175,225)

Issuance of common stock in March 2005 for
cash (2,000,031 common shares issued at
$0.02 per share )                            2,000,031      2,000           -            -       37,975              -       39,975

Issuance of common stock in March 2005 for
cash (660,000 common shares issued at
$0.03 per share )                              660,000        660           -            -       20,588              -       21,248

Converted preferred shares to common shares  2,475,000      2,475     (75,000)         (75)      (2,400)             -            -

Net Loss                                             -          -           -            -            -        (37,755)     (37,755)
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
Balance, March 31, 2005                    134,961,156  $ 134,962           -     $      -   $  193,463   $   (480,182)   $(151,757)


Issuance of common stock in April 2005 for
cash (25,000,000 common shares issued at
$0.02 per share)                            25,000,000     25,000           -            -      475,000              -      500,000

Issuance of common stock in April 2005 for
services (660,000 common shares issued at
$0.02 per share)                               660,000        660           -            -       12,540              -       13,200
</TABLE>
                 See Accompanying Notes to Financial Statements
                                        4


<PAGE>
                                CEREPLAST, INC.
                       STATEMENT OF SHAREHOLDERS' DEFICIT
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                Additional
                                                  Common stock             Preferred stock      Paid-in      Accumulated
                                           -------------------------- ----------------------
                                             Shares       Amount       Shares       Amount      Capital        Deficit       Total
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
<S>                                        <C>          <C>           <C>         <C>        <C>          <C>             <C>

Issuance of common stock in April 2005 for
services (678,106 common shares issued at
fair value)                                    678,106        678           -            -       14,322              -       15,000

Issuance of common stock in April 2005 for
cash (415,000 common shares issued at $0.10
per share)                                     415,000        415           -            -       41,085              -       41,500

Issuance of common stock in May 2005 for
cash (212,000 common shares issued at $0.10
per share)                                     212,000        212           -            -       20,988              -       21,200

Issuance of common stock in June 2005 for
cash (215,000 common shares issued at $0.10
per share)                                     215,000        215           -            -       21,285              -       21,500

Subscription receivable                         30,000         30                                 2,970                       3,000

Net Loss                                             -          -           -            -            -       (367,898)    (367,898)
                                           ------------ ------------- ----------- ---------- ------------ --------------  ----------
Balance, June 30, 2005                     162,171,262    162,172           -            -      781,653       (848,080)      95,745

Common Stock Subscribed                        (30,000)       (30)          -            -       (2,970)             -       (3,000)

Common Stock issued                             30,000         30           -            -        2,970              -        3,000

Net Loss                                             -          -           -            -            -       (245,806)    (245,806)
                                           ------------ ------------- ----------- ---------- -------------- ------------  ----------

Balance, September 30, 2005                162,171,262  $ 162,172           -     $      -   $  781,653    $(1,093,886)   $(150,061)
                                           ============ ============= =========== ========== ============== ============  ==========
</TABLE>
                 See Accompanying Notes to Financial Statements
                                        5
<PAGE>
                                CEREPLAST, INC.
                            STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                    ----------------------------------
                                                                                     September 30,     September 30,
                                                                                         2005              2004
                                                                                    ----------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                <C>               <C>
 Net loss                                                                            $      (651,459)  $      (187,850)
 Adjustment to reconcile net loss to net cash
  used in operating activities
 Depreciation and amortization                                                               31,550            18,258
 Common stock issued for services                                                            28,200            64,703
    (Increase) Decrease in:
    Accounts Receivable                                                                     (68,767)          (44,302)
    Inventory                                                                                46,000            64,494
    Deposits                                                                                (32,033)                -
    Prepaid Taxes                                                                            (1,753)                -
    Increase (Decrease) in:
    Accounts Payable                                                                        (73,877)           15,253
    Other Payables                                                                            2,920                 -
    Accrued Expenses                                                                        (19,009)          (15,282)
                                                                                    ----------------  ----------------

NET CASH USED IN OPERATING ACTIVITIES                                                      (738,228)          (84,726)
                                                                                    ----------------  ----------------

NET CASH USED IN INVESTING ACTIVITIES:
 Purchase of property and equipment, and intangibles                                        (17,700)           (2,170)
                                                                                    ----------------  ----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
 Bank overdraft                                                                                   -                 -
 Advances from shareholders                                                                  36,838                 -
 Payments on advances from shareholders                                                     (45,634)          (89,508)
 Advances on  Credit Lines                                                                   13,077             1,472
 Payments on Capital Leases                                                                 (31,638)           (3,275)
 Payments on Term Loan Payable                                                               (6,769)           (3,555)
 Funds received from Term Loan Payable                                                            -            50,000
 Proceeds from Notes Payable                                                                150,000                 0
 Proceeds from issuance of preferred stock                                                        -            75,000
 Proceeds from issuance of common stock                                                     648,423                 -
                                                                                    ----------------  ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   764,297            30,134
                                                                                    ----------------  ----------------

NET INCREASE (DECREASE) IN CASH                                                               8,369           (56,762)

CASH, BEGINNING OF PERIOD                                                                     4,705            67,790
                                                                                    ----------------  ----------------

CASH, END OF PERIOD                                                                 $        13,074   $        11,028
                                                                                    ================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid                                                                    $        23,927   $        10,560
                                                                                    ================  ================

</TABLE>


                 See Accompanying Notes to Financial Statements
                                        6

<PAGE>

                                 CEREPLAST, INC.
                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


1.   ORGANIZATION AND LINE OF BUSINESS

     ORGANIZATION

     Cereplast,  Inc. (the "Company" or  "Cereplast")  was  incorporated  in the
     state of Nevada on September 29, 2001. The Company,  based in Hawthorne and
     San Francisco,  California,  began commercial operations January 1, 2002 to
     provide products and services for biodegradable packaging and organic waste
     systems in the food service and beverage industries.  The Company rents two
     industrial and research and development spaces in California.

     The accompanying interim unaudited condensed financial statements have been
     prepared in accordance with accounting principles generally accepted in the
     United States for interim  financial  information and pursuant to the rules
     and  regulations of the Securities  and Exchange  Commission.  Accordingly,
     they do not  include  all of the  information  and  footnotes  required  by
     accounting  principles generally accepted in the United States for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting of normal recurring accruals)  considered  necessary for a fair
     presentation  have been  included.  Operating  results  for the  nine-month
     period  ended  September  30, 2005 are not  necessarily  indicative  of the
     results  that may be expected for the year ending  December  31, 2005.  For
     further  information,  refer to the financial statements for the year ended
     December 31, 2004 and the notes thereto  included in the  Company's  Annual
     Report.

     The balance  sheet at December 31, 2004 has been derived from the Company's
     year-end  audited  financial  statements  but does not  include  all of the
     information  and  footnotes  required by  accounting  principles  generally
     accepted in the United States for complete financial statements.

     LINE OF BUSINESS

     The Company had developed a breakthrough  technology to produce proprietary
     bio-based   resins,   which  are  used  as  substitutes  for   conventional
     petroleum-based  plastics  in a  variety  of  applications,  including  the
     manufacture  of food service  items such as  utensils,  plates,  cups,  and
     straws.  The Company also provides core procurement  services in setting up
     specialized waste recovery  processes for organic  materials.  This assists
     governments,  businesses,  communities,  schools and individuals in finding
     innovative  ways  to  reach  sustainability  in the  use  and  disposal  of
     biodegradable  packaging relying on organic material through  sophisticated
     waste recovery systems.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary of  significant  accounting  policies of  Cereplast,  Inc. is
     presented to assist in understanding  the Company's  financial  statements.
     The financial  statements  and notes are  representations  of the Company's
     management, which is responsible for their integrity and objectivity. These
     accounting policies conform to accounting  principles generally accepted in
     the United  States of  America  and have been  consistently  applied in the
     preparation of the financial statements.

                                        7


<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     LIQUIDITY AND GOING CONCERN

     The Company has  sustained  operating  losses since its  inception  and has
     negative working capital.  The accompanying  financial statements have been
     prepared  on a  going  concern  basis  of  accounting,  which  contemplates
     continuity  of  operations,  realization  of  assets  and  liabilities  and
     commitments in the normal course of business.  The  accompanying  financial
     statements do not reflect any adjustments  that might result if the Company
     is unable to  continue  as a going  concern.  The ability of the Company to
     continue as a going concern and  appropriateness of using the going concern
     basis is dependent upon, among other things, additional cash infusions.

     The Company has obtained  funds from its  shareholders  since its inception
     through September 30, 2005. Management believes this funding will continue,
     and is actively seeking new investors. See Note 3.


3.   CAPITAL STOCK

     At September  30, 2005 the Company had  162,171,262  shares of common stock
     outstanding.


4.   RELATED PARTY

     At  September  30, 2005 and  December 31, 2004 loans made to the Company by
     one  of  its   shareholders   in  the  amount  of  $149,375  and  $158,170,
     respectively,  were outstanding.  These loans bear interest at a rate of 6%
     per year. The principal and interest is due and payable in June 2006.

     During the nine months ended September 30, 2005, another shareholder of the
     Company  loaned  $100,000  to the  Company at the rate of 9% per year.  The
     principal and interest is due and payable in December 2005.

     During the nine months  ended  September  30,  2005,  one of the  Company's
     customers  loaned  $50,000 to the  Company at the rate of 9% per year.  The
     principal and interest is due and payable in June 2006.


5.   SUBSEQUENT EVENTS

     On or about October 18, 2005, the Company  commenced a private placement of
     up to four million (4,000,000) shares of its common stock (the "Shares") at
     a price of five cents ($0.05) per Share. The private  placement,  which was
     made in reliance  upon an  exemption  from  registration  under Rule 506 of
     Regulation D promulgated  under Section 4(2) of the Securities Act of 1933,
     as amended, was terminated by the Company on November 12, 2005. The Company
     raised approximately $145,500 in gross proceeds from this offering.

     On or about November 15, 2005, the Company commenced a private placement of
     up to ten million (10,000,000) shares of its common stock at a price of ten
     cents ($0.10) per Share.  This private  placement is being made in reliance
     upon  an  exemption  from  registration  under  Rule  506 of  Regulation  D
     promulgated under Section 4(2) of the Securities Act of 1933, as amended.

                                        8



<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENTS

         This Form 10-QSB may contain "forward-looking statements," as that term
is used in federal securities laws, about Cereplast, Inc.'s financial condition,
results of operations and business. These statements include, among others:

     o    statements concerning the potential benefits that Cereplast, Inc. (the
          "Company,"  "we," or  "Cereplast")  may  experience  from its business
          activities and certain  transactions it contemplates or has completed;
          and

     o    statements  of  Cereplast's  expectations,  beliefs,  future plans and
          strategies,  anticipated  developments  and other matters that are not
          historical facts.  These statements may be made expressly in this Form
          10-QSB.  You can find many of these  statements  by looking  for words
          such as "believes," "expects,"  "anticipates,"  "estimates," "opines,"
          or similar expressions used in this Form 10-QSB. These forward-looking
          statements   are   subject   to   numerous   assumptions,   risks  and
          uncertainties   that  may  cause  Cereplast's  actual  results  to  be
          materially  different from any future results  expressed or implied by
          Cereplast in those  statements.  The most  important  facts that could
          prevent Cereplast from achieving its stated goals include, but are not
          limited to, the following:

          (a)  volatility or decline of Cereplast's stock price;

          (b)  potential fluctuation in quarterly results;

          (c)  failure of Cereplast to earn revenues or profits;

          (d)  inadequate capital to continue or expand its business,  inability
               to  raise  additional  capital  or  financing  to  implement  its
               business plans;

          (e)  failure to commercialize Cereplast's technology or to make sales;

          (f)  changes in demand for Cereplast's products and services;

          (g)  rapid and significant changes in markets;

          (h)  litigation  with or  legal  claims  and  allegations  by  outside
               parties;

          (i)  insufficient revenues to cover operating costs.

         There is no assurance that Cereplast will be profitable,  Cereplast may
not be able to successfully develop, manage or market its products and services,
Cereplast  may  not be  able to  attract  or  retain  qualified  executives  and
technology  personnel,  Cereplast  may not be able to obtain  customers  for its
products or services, Cereplast's products and services may become
                                        9

<PAGE>

obsolete,  government  regulation may hinder  Cereplast's  business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of outstanding warrants
and stock options, and other risks inherent in Cereplast's businesses.

         Because the statements are subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements.  Cereplast cautions you not to place undue reliance
on the  statements,  which  speak only as of the date of this Form  10-QSB.  The
cautionary  statements  contained  or  referred  to in this  section  should  be
considered in connection  with any  subsequent  written or oral  forward-looking
statements  that Cereplast or persons acting on its behalf may issue.  Cereplast
does not undertake any obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect  events or  circumstances  after the date of this Form 10-QSB,  or to
reflect the occurrence of unanticipated events.

CURRENT OVERVIEW

         We are engaged in the  development,  manufacture  and sale of bio-based
resins which are used as substitutes for conventional,  petroleum based plastics
in a variety of  applications,  including the  manufacture of food service items
such as utensils,  plates,  cups and straws.  Our bio-based resins are made from
renewable   resources  such  as  corn,  wheat  and  potato  starch,   which  are
bio-degradable,  bio-based  and  compostable.  Our  resins  incorporate  several
natural ingredients  including starch derived from corn starch,  wheat starch or
potato starch, poly lactic acid and other biodegradable components to insure the
physical properties of the end product.

         We develop and manufacture each of our resins at our facility to create
various  grades of our resins.  We then sell our resins to  traditional  plastic
converters.  Each of our resins is truly  thermoplastic  and can be processed on
conventional  equipment for various  applications  including  injection molding,
thermoforming,  blow molding and extrusions.  As a result, plastic manufacturers
do not need to change their  equipment in order to  accommodate  our resins.  We
believe our resins provide plastic  manufacturers with an  environmentally  safe
and economically viable alternative to conventional, petroleum-based plastics.

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of these  financial  statements  requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  We monitor our estimates on an on-going basis for changes in facts
and  circumstances,  and material  changes in these estimates could occur in the
future.  Changes in  estimates  are  recorded in the period in which they become
known. We base our estimates on historical experience and other assumptions that
we believe to be reasonable under the  circumstances.  Actual results may differ
from our estimates if past experience or other assumptions do not turn out to be
substantially accurate.

                                       10


<PAGE>

         We have  identified  the  policies  below as critical  to our  business
operations and the understanding of our results of operations.

         REVENUE RECOGNITION.  Our revenue recognition polices are in compliance
with Staff  accounting  bulletin  (SAB) 101.  Sales revenue is recognized at the
date of shipment to customers  when a formal  arrangement  exists,  the price is
fixed  or  determinable,   the  delivery  is  completed,  no  other  significant
obligations  by us exist and  collectibility  is  reasonably  assured.  Payments
received  before  all of the  relevant  criteria  for  revenue  recognition  are
satisfied are recorded as unearned revenue.

RESULTS OF  OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED  SEPTEMBER  30, 2005
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004.

         Revenues  decreased by $101,601,  or 37.01%,  to $172,935 for the three
months ended September 30, 2005 compared to the three months ended September 30,
2004.  Revenues decreased by $30,351,  or 6.14%, to $464,052 for the nine months
ended  September 30, 2005 compared to the nine months ended  September 30, 2004.
The  decrease in revenue was a result of setting up new  equipment  and training
technicians.

COST OF SALES

         Cost of sales  decreased  by  $115,950 or 39.28%,  to $179,229  for the
three  months  ended  September  30,  2005  compared to the three  months  ended
September 30, 2004. As a percentage of sales,  cost of sales was 103.64% for the
three months ended  September  30, 2005 compared to 107.52% for the three months
ended September 30, 2004,  indicating a 3.88% decrease.  Cost of sales decreased
by $54,995 or 11.60%,  to $418,970 for the nine months ended  September 30, 2005
compared to the nine months ended  September 30, 2004. As a percentage of sales,
cost of sales was 90.29% for the nine months ended  September  30, 2005 compared
to 95.87% for the nine months  ended  September  30,  2004,  indicating  a 5.58%
decrease.  Management  attributes the decrease in cost of sales to a decrease of
products  being sold.  The slight  decrease in cost of sales as a percentage  of
total sales in 2005 reflects increased efficiency.

GROSS PROFIT

         Gross profit increased  $14,346,  or 69.50%,  to ($6,294) for the three
months ended September 30, 2005 compared to the three months ended September 30,
2004. Gross profit increased $24,644, or 120.58%, to $45,082 for the nine months
ended  September 30, 2005 compared to the nine months ended  September 30, 2004.
The gross  profit  margin  also  increased  220.58% to 9.71% for the nine months
ended  September 30, 2005 compared to 4.13% for the nine months ended  September
30, 2004, primarily due to the product mix sold.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative  ("G&A") expenses increased by $175,441,  or
451.67%,  to $214,284 for the three months ended  September 30, 2005 compared to
the three months ended  September 30, 2004. G&A expenses  increased by $400,735,
or 239.02%, to $568,391 for the nine months ended September 30, 2005 compared to
the nine months ended September 30, 2004.

                                       11

<PAGE>

This  increase in G&A expenses was a result of an increase in staff  salaries of
$103,654, and professional and consulting fees of $200,486.

RESEARCH AND DEVELOPMENT

         Research and  development  ("R&D") costs increased by $3,239 or 46.26%,
to $10,240 for the three months ended  September  30, 2005 compared to the three
months ended September 30, 2004. R&D costs increased by $69,847,  or 35.67%,  to
$94,764 for the nine months ended September 30, 2005 compared to the nine months
ended  September 30, 2004.  This increase in R&D costs was a result of Cereplast
manufacturing its own resin in-house.

NET LOSS

         Net loss increased by $173,398,  or 239.47%,  to $245,806 for the three
months ended September 30, 2005 compared to the three months ended September 30,
2004.  Net Loss  increased  by  $463,609,  or 246.80%,  to $651,459 for the nine
months ended  September 30, 2005 compared to the nine months ended September 30,
2004.  This  increase in net loss was a result of increased G&A expenses and R&D
costs for our growth. Currently operating costs exceed revenue because sales are
not yet  significant.  We cannot assure when or if revenue will exceed operating
costs.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had net cash of $13,074 at September  30, 2005, as compared
to $11,028 at September 30, 2004.

         The Company had a working capital deficit (i.e. the difference  between
current  assets and current  liabilities)  of $313,824 at September 30, 2005, as
compared to working capital equity of $9,327 at September 30, 2004. The increase
in the working  capital  deficit was partly due to  financing  of  manufacturing
equipment of $183,700, during the nine months ended September 30, 2005.

         During the nine months  ended  September  30,  2005,  the Company  used
$738,228 of cash for  operating  activities,  as compared to $84,726  during the
nine  months  ended  September  30,  2004.  The  increase in the use of cash for
operating  activities  was a result of hiring  staff,  legal fees incurred to go
public,  and  research  and  development  costs  incurred  to produce  the resin
in-house.

         Cash used in investing activities to purchase equipment during the nine
months ended  September 30, 2005 was $17,700  compared to $2,170 during the nine
months ended September 30, 2004.

         Cash  provided by  financing  activities  relating  to the  issuance of
shares of common  stock  during the nine  months  ended  September  30, 2005 was
$648,423,  as compared to $0 during the nine months ended September 30, 2004.

                                       12


<PAGE>

In addition the Company received $100,000 and $50,000 in funds for the operation
of the Company, at an interest rate of 9%, due and payable in December 2005, and
June 2006 respectively.

         The Company will  continue to market its products  through sales leads,
referrals,  and marketing to increase its customer  base, and will raise further
capital through the issuance of common stock.

Item 3.    CONTROLS AND PROCEDURES

         The Company's management, with the participation of the Company's Chief
Executive  Officer and Chief Financial  Officer,  evaluated the effectiveness of
the Company's  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"))  as of  September  30,  2005.  Based on this  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that, as
of September 30, 2005, the Company's disclosure controls and procedures were (1)
designed to ensure that material  information  relating to the Company,  is made
known to the Company's  Chief Executive  Officer and Chief Financial  Officer by
others within the Company,  particularly  during the period in which this report
was being prepared and (2) effective,  in that they provide reasonable assurance
that information  required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified in the SEC's rules and forms.


PART II.  - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS
None.


Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On or about October 18, 2005, the Company commenced a private placement
of up to four million  (4,000,000)  shares of its common stock (the  "Shares" or
the  "Common  Stock") at a price of five cents  ($0.05)  per Share.  The private
placement,  which was made in reliance upon an exemption from registration under
Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of
1933,  as amended,  was  terminated  by the Company on November  12,  2005.  The
Company raised approximately $145,500 in gross proceeds  (approximately $138,950
in net proceeds) from this offering.

         The net cash proceeds of  approximately  $138,950 from this offering of
Common Stock are estimated to be utilized to pay costs associated with expansion
of  the  Company's  manufacturing  facility,  research  and  development,   test
marketing,  advertising and marketing, raw materials,  accounts payable, and for
general working capital.

                                       13

<PAGE>

         On or  about  November  15,  2005,  the  Company  commenced  a  private
placement  of up to ten  million  (10,000,000)  shares of its common  stock at a
price of ten cents  ($0.10) per Share.  This private  placement is being made in
reliance  upon an exemption  from  registration  under Rule 506 of  Regulation D
promulgated  under Section 4(2) of the Securities  Act of 1933, as amended.  The
offering will terminate on or before  December 31, 2005,  unless extended by the
Company for up to an additional 30 days.

         Assuming the placement of  $1,000,000  of Common  Stock,  and after the
payment of offering  costs,  the net proceeds  from the  placement of the Common
Stock are  estimated  to be  approximately  $990,000.  The net cash  proceeds of
$990,000  from the offering of the Common Stock are  estimated to be utilized to
pay costs  associated  with expansion of the Company's  manufacturing  facility,
research  and  development,  test  marketing,  advertising  and  marketing,  raw
materials, accounts payable, and for general working capital.

         The above  budgets  are only an estimate of our planned use of capital.
We may reallocate the estimated use of proceeds among the various  categories or
to new  applications if management  deems such a reallocation to be appropriate.
We cannot  assure  that the  proceeds of the  offerings  will be  sufficient  to
satisfy our operational  needs or that we will have  sufficient  capital to fund
our business.

Item 3.    DEFAULTS UPON SENIOR SECURITIES
None.


Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.


Item 5.    OTHER INFORMATION
None.


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

(a)      Exhibits

EXHIBIT NO.                DESCRIPTION

<S>    <C>         <C>
       3.1         Articles of Incorporation (1)
       3.2         Certificate of Amendment to the Articles of  Incorporation dated February 26, 2003 (1)
       3.3         Certificate of Amendment to the Articles of  Incorporation dated July 19, 2004 (1)
       3.4         Certificate of Amendment to the Articles of Incorporation dated March 18, 2005 (1)
       3.5         Bylaws (1)
       4.1         Form of  Subscription Agreement used in connection  with private offering dated April
                   2005 (2)

                                       14


<PAGE>

       4.2         Stock Option Plan (2)
       4.3         Form of Subscription  Agreement used in connection with private offering of 872,000
                   shares of common stock (2)
       10.1        Sale and  Purchase Agreement entered between the Company and Cargill Dow LLC (2)
       10.2        Memorandum of Understanding Entered with William Kelly (2)
       10.3        Agency Agreement entered with Russell Wegner (2)
       10.4        Agency Agreement entered with Robert Dobbs (2)
       10.5        Lease entered with El Segundo/Yukon Partners LLC (3)
       10.6        Promissory Note in the amount of $100,000 in the name of Wings Fund, Inc. (3)
       10.7        Promissory Note in the amount of $50,000 in the name of Yanosan Group (3)
       14.1        Code of Ethics(1)
       31.1        Section 302 Certification
       32.1        Section 906 Certification
</TABLE>
---------------------

     (1)  Incorporated  by  reference  to the Form SB-2  Registration  Statement
          filed with the Securities and Exchange Commission dated July 5, 2005.

     (2)  Incorporated  by  reference  to the Form SB-2  Registration  Statement
          filed with the  Securities  and Exchange  Commission  dated August 26,
          2005.

     (3)  Incorporated  by  reference  to the Form SB-2  Registration  Statement
          filed with the Securities and Exchange  Commission dated September 21,
          2005.

(b) The following is a list of Current  Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.

         None.









                                       15



<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 15, 2005         CEREPLAST, INC.

                                 By:  \s\ Frederic Scheer
                                 -----------------------------------------------
                                 Frederic Scheer, President, Chief Executive
                                 Officer, Principal Financial/Accounting Officer
                                 and Chairman


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


By:  /s/ Frederic Scheer                             Dated: November 15, 2005
     ---------------------------------------
    Frederic Scheer, President, Chief Executive
    Officer, Principal Financial/Accounting,
    and Chairman


By:  /s/ Raylen Jensen                               Dated: November 15, 2005
     ---------------------------------------
    Raylen Jensen, Director


By: /s/ Brian Altounian                              Dated: November 15, 2005
    ----------------------------------------
    Brian Altounian, Director









                                       16