##### 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 June 30, 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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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##### 



CEREPLAST, INC.
FORM 10-Q
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. FINANCIAL STATEMENTS
    
    
    3Consolidated Balance Sheets at June 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the three and Six months ended June 30, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows for the Six months ended June 30, 2008 and 2007
    
    
    5Notes to the Consolidated Financial Statements
    
    
    6Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    13Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    18Item 4. CONTROLS AND PROCEDURES
    
    
    18Item 4T CONTROLS AND PROCEDURES
    
    
    18PART IIOTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    
    19Item 1A. RISK FACTORS
    
    
    19Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    19Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    19Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    19Item 5. OTHER INFORMATION
    
    
    19Item 6. EXHIBITS
    
    
    20SIGNATURES
    
    
    21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  Unless otherwise indicated or unless the context requires otherwise, all references in this report
to we, us, our or the Company mean Cereplast, Inc.




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
  
  June 30, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Audited)ASSETSCurrent AssetsCash
    
    $
    667,985
    
    
    $
    8,593,714Accounts Receivable, Net
    
    
    648,470
    
    
    
    431,020Inventory
    
    
    2,791,139
    
    
    
    1,827,667Prepaid Expenses
    
    
    141,719
    
    
    
    67,590Total Current Assets
    
    
    4,249,313
    
    
    
    10,919,991Property and EquipmentProperty and Equipment
    
    
    4,929,426
    
    
    
    2,847,956Accumulated Depreciation and Amortization
    
    
    (858,361
    )
    
    
    (596,361
    )Net Property and Equipment
    
    
    4,071,065
    
    
    
    2,251,595Other AssetsRestricted Cash
    
    
    74,595
    
    
    
    72,892Investments
    
    
    500
    
    
    
    500Intangibles, Net
    
    
    99,846
    
    
    
    18,721Deposits
    
    
    41,249
    
    
    
    30,478Total Other Assets
    
    
    216,190
    
    
    
    122,591Total Assets
    
    $
    8,536,568
    
    
    $
    13,294,177LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts Payable
    
    $
    934,333
    
    
    $
    600,289Other Payable
    
    
    35,842
    
    
    
    146Accrued Expenses
    
    
    215,979
    
    
    
    152,947Capital Leases, Current Portion
    
    
    63,182
    
    
    
    71,812Loan Payable, Current Portion
    
    
    9,537
    
    
    
    11,139Total Current Liabilities
    
    
    1,258,873
    
    
    
    836,333Long-Term LiabilitiesCapital Leases
    
    
    60,510
    
    
    
    87,440Loan Payable
    
    
    
    
    
    
    3,874Total Long-Term Liabilities
    
    
    60,510
    
    
    
    91,314Total Liabilities
    
    
    1,319,383
    
    
    
    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; 262,277,595 shares &
259,302,409 shares issued and outstanding respectively
    
    
    262,278
    
    
    
    259,302Additional Paid in Capital
    
    
    30,604,542
    
    
    
    28,730,547Retained Earnings/(Deficit)
    
    
    (23,649,094
    )
    
    
    (16,623,319
    )Other Comprehensive Income (Loss)
    
    
    (541
    )
    
    
    Total Shareholders Equity
    
    
    7,217,185
    
    
    
    12,366,530Total Liabilities and Shareholders Equity
    
    $
    8,536,568
    
    
    $
    13,294,177
   3




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##### Table of Contents



Three Months Ended
    
    
    Six Months Ended6/30/2008
    
    
    6/30/2007
    
    
    6/30/2008
    
    
    6/30/2007GROSS SALES
    
    $
    1,059,957
    
    
    $
    557,516
    
    
    $
    1,973,109
    
    
    $
    947,278Sales Discounts, Returns & Allowances
    
    
    (5,559
    )
    
    
    (72,704
    )
    
    
    (27,481
    )
    
    
    (136,353
    )NET SALES
    
    
    1,054,398
    
    
    
    484,812
    
    
    
    1,945,628
    
    
    
    810,925COST OF SALES
    
    
    1,127,621
    
    
    
    543,935
    
    
    
    1,906,410
    
    
    
    814,479GROSS PROFIT
    
    
    (73,223
    )
    
    
    (59,123
    )
    
    
    39,218
    
    
    
    (3,554
    )OPERATING EXPENSESDepreciation and Amortization
    
    
    136,283
    
    
    
    87,812
    
    
    
    265,747
    
    
    
    148,212Financing Discount Costs
    
    
    
    
    
    
    223,056
    
    
    
    
    
    
    
    816,385Marketing Expense
    
    
    284,788
    
    
    
    25,982
    
    
    
    680,360
    
    
    
    40,830Professional Fees
    
    
    210,274
    
    
    
    178,155
    
    
    
    556,314
    
    
    
    231,078Rent Expense
    
    
    263,343
    
    
    
    56,637
    
    
    
    527,985
    
    
    
    104,158Research and Development
    
    
    389,202
    
    
    
    131,028
    
    
    
    546,300
    
    
    
    194,979Salaries & Wages
    
    
    833,712
    
    
    
    919,565
    
    
    
    1,563,486
    
    
    
    1,168,025Salaries & Wages  Stock Based Compensation
    
    
    364,190
    
    
    
    
    
    
    
    1,876,971
    
    
    
    Other Operating Expenses
    
    
    649,960
    
    
    
    343,614
    
    
    
    1,151,244
    
    
    
    590,521TOTAL OPERATING EXPENSES
    
    
    3,131,752
    
    
    
    1,965,849
    
    
    
    7,168,407
    
    
    
    3,294,188LOSS FROM OPERATIONS BEFORE OTHER INCOME(EXPENSES)
    
    
    (3,204,975
    )
    
    
    (2,024,972
    )
    
    
    (7,129,189
    )
    
    
    (3,297,742
    )OTHER INCOME (EXPENSES)Interest Income
    
    
    28,674
    
    
    
    19,785
    
    
    
    115,049
    
    
    
    19,815Interest Expense
    
    
    (5,065
    )
    
    
    (14,248
    )
    
    
    (11,635
    )
    
    
    (24,635
    )23,609
    
    
    
    5,537
    
    
    
    103,414
    
    
    
    (4,820
    )LOSS BEFORE PROVISIONS FOR TAXES
    
    
    (3,181,366
    )
    
    
    (2,019,435
    )
    
    
    (7,025,775
    )
    
    
    (3,302,562
    )Provision for Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    
    (3,181,366
    )
    
    
    (2,019,435
    )
    
    
    (7,025,775
    )
    
    
    (3,302,562
    )OTHER COMPREHENSIVE LOSSLoss on Foreign Currency Translation
    
    
    (541
    )
    
    
    
    
    
    
    (541
    )
    
    
    TOTAL COMPREHENSIVE LOSS
    
    $
    (3,181,907
    )
    
    $
    (2,019,435
    )
    
    $
    (7,026,316
    )
    
    $
    (3,302,562
    )BASIC AND DILUTED LOSS PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
    
    
    261,717,949
    
    
    
    222,085,667
    
    
    
    260,642,902
    
    
    
    218,045,078
   4




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##### Table of Contents



Six Months Ended6/30/2008
    
    
    6/30/2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (7,025,775
    )
    
    $
    (3,302,562
    )Adjustment to reconcile net loss to net cash
used in operating activitiesDepreciation and amortization
    
    
    265,747
    
    
    
    148,212Financing Discount Costs
    
    
    
    
    
    
    816,384Common Stock Issued for Services, Salaries & Wages
    
    
    1,876,971
    
    
    
    619,465(Increase) Decrease in:Accounts Receivable
    
    
    (217,450
    )
    
    
    (201,638
    )Inventory
    
    
    (963,472
    )
    
    
    (494,567
    )Deposits
    
    
    (10,771
    )
    
    
    4,500Prepaid Expenses
    
    
    (74,129
    )
    
    
    37,997Restricted Cash
    
    
    (1,703
    )
    
    
    Intangible/Trademarks
    
    
    (84,872
    )
    
    
    Increase (Decrease) in:Accounts Payable
    
    
    334,044
    
    
    
    (320,125
    )Other Payables
    
    
    35,696
    
    
    
    (780
    )Accrued Expenses
    
    
    63,032
    
    
    
    31,012NET CASH USED IN OPERATING ACTIVITIES
    
    
    (5,802,682
    )
    
    
    (2,662,102
    )NET CASH USED IN INVESTING ACTIVITIES:Purchase of property and equipment, and intangibles
    
    
    (2,081,470
    )
    
    
    (743,616
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (2,081,470
    )
    
    
    (743,616
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on Shareholder Loans
    
    
    
    
    
    
    (372,074
    )Payments on Credit Lines
    
    
    
    
    
    
    (47,468
    )Payments on Capital Leases
    
    
    (35,561
    )
    
    
    29,644Payments on Notes Payable
    
    
    
    
    
    
    (250,000
    )Payments on Term Loan Payable
    
    
    (5,475
    )
    
    
    (5,119
    )Proceeds from issuance of common stock and subscription receivable
    
    
    
    
    
    
    16,738,115NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
    
    (41,036
    )
    
    
    16,093,098FOREIGN CURRENCY TRANSLATION
    
    
    (541
    )
    
    
    NET DECREASE IN CASH
    
    
    (7,925,729
    )
    
    
    12,687,380CASH, BEGINNING OF PERIOD
    
    
    8,593,714
    
    
    
    205,022CASH, END OF PERIOD
    
    $
    667,985
    
    
    $
    12,892,402
       5




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##### Table of Contents



Organization
  Line of Business
 ® ®
    
    
    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




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##### Table of Contents



Basis of Presentation
   Use of Estimates
  Recently Issued Accounting Pronouncements
     7




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##### Table of Contents



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




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##### Table of Contents



Inventories
  6/30/08
    
    
    12/31/07Raw Materials
    
    $
    1,070,679
    
    
    $
    1,214,519Bioplastic Resins
    
    
    1,399,176
    
    
    
    472,195Finished Goods
    
    
    279,559
    
    
    
    126,039Packaging Materials
    
    
    41,725
    
    
    
    14,264Promo & Misc.
    
    
    
    
    
    
    650Work in Progress
    
    
    
    
    
    
    $
    2,791,139
    
    
    $
    1,827,667
 Property and Equipment
  6/30/08
    
    
    12/31/07Equipment
    
    $
    2,515,541
    
    
    $
    2,371,194Construction in Progress
    
    
    1,878,476
    
    
    
    Furniture & Fixtures
    
    
    325,738
    
    
    
    284,613Leasehold Improvements
    
    
    209,671
    
    
    
    192,1494,929,426
    
    
    
    2,847,956Less Accumulated Depreciation
    
    
    (858,361
    )
    
    
    (596,361
    )Net Property and Equipment
    
    $
    4,071,065
    
    
    $
    2,251,595
 Intangibles
  6/30/08
    
    
    12/31/07Intangibles
    
    $
    112,677
    
    
    $
    27,805Less Accumulated Amortization
    
    
    (12,831
    )
    
    
    (9,084
    )Net Intangibles
    
    $
    99,846
    
    
    $
    18,721
 Deferred Income Taxes
    9




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##### Table of Contents



Revenue Recognition
  Marketing and Advertising
  Research and Development Costs
 bio-based
 Stock-Based Compensation
   Loss per Share Calculations
   10




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##### Table of Contents



Legal Proceedings
    California Facilities
 
    
    a lease for office, industrial and warehouse space with monthly rents of $4,687 expiring
in January 2010;
    
    a lease for office, industrial and warehouse space with monthly rents of $7,523 expiring
in January 2010;
    
    a lease for office and warehouse space with monthly rents of $16,043 expiring in April
2012; and
    
    a lease for office and warehouse space with monthly rents of $18,805 expiring in January
2010.
 Indiana Facility 
   Year ending December 31,2008
    
    $
    5,6632009
    
    
    3,8749,537Less Current Portion of Loan Payable
    
    
    (9,537
    )Long Term Portion of Loan Payable
    
    $
    
    11




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##### Table of Contents



non-qualified
 Six months endedJune 30, 2008WeightedAverageExerciseShares
    
    
    PriceOutstandingbeginning of year
    
    
    11,625
    
    
    $
    0.56Granted at fair value
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled/forfeited
    
    
    75
    
    
    
    Outstandingend of quarter
    
    
    11,550
    
    
    
    0.56Options exercisable at quarter-end
    
    
    5,847
    
    
    $
    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
    
    
    11,550
    
    
    $
    0.56
    
    
    
    5.55
    
    
    $
    
    
    
    
    5,847
    
    
    $
    0.56
    
    
    
    4.98
    
    
    $
    
       12




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##### 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, 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.
    13




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##### 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.
 Operating Expenses.
 Expansion of Operations.
  14




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##### Table of Contents



Sales
  Gross Profit
   15




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##### Table of Contents



Operating Expenses
 
    
    Overall, total operating expenses increased by $1,165,903 or 59.3%, to $3,131,752 for
the three months ended June 30, 2008 compared to the three months ended June 30, 2007
and by $3,874,219 or 117.6% to $7,168,407 for the six months ended June 30, 2008
compared to the six months ended June 30, 2007, The increase for each of the periods is
attributable to increased spending to support the commercial development and
introduction of new products in our two resin families and the growth
of our business.
    
    Salaries and wages decreased by $85,853 for the three months ended June 30, 2008
compared to the three months ended June 30, 2007 and increased by $395,461 for the six
months ended June 30, 2008 compared to the six months ended June 30, 2007, and is
attributable to head count increases across all departments to support the commercial
introduction of our resins. Non-cash compensation increased by $364,190 for the three
months ended June 30, 2008 compared to the three months ended June 30, 2007 and by
$1,876,971 for the six months ended June 20, 2008 compared to the six months ended June
30, 2007 as a result of our issuance of 559,646 restricted common shares valued at
$220,463, together with the expense of $143,727 relating to employee stock options for
the three months ended June 30, 2008 and 2,415,540 restricted common shares valued at
$1,376,854 together with the expense of $143,727 relating to employee stock options for
the six months ended June 30, 2008.
    
    Marketing expense increased by $258,806 for the three months ended June 30, 2008
compared to the three months ended June 30, 2007 and by $639,530 for the six months
ended June 30, 2008 compared to the six months ended June 30, 2007. The increase for
each of the periods is attributable to increased spending to support the commercial
expansion of the two families of resins and the development of a direct sales team.
    
    Rent expense increased by $206,706 for the three months ended June 30, 2008 compared
to the three months ended June 30, 2007 and by $423,827 for the six months ended June
30, 2008 compared to the six months ended June 30, 2007. Increases for each of the
periods were the result of manufacturing and logistics expansions both at our Hawthorne
facility and also at our new Seymour facility. We currently have our primary resin
manufacturing operations in 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. Completion of the Seymour facility remains on track and is
scheduled for start-up during the third quarter of 2008.
    
    Research and development increased by $258,174 for the three months ended June 30,
2008 compared to the three months ended June 30, 2007 and by $351,321 for the six months
ended June 30, 2008 compared to the six months ended June 30, 2007. Increase for each of
the periods was the result of our expanding 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
   16




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##### Table of Contents



Payments Due by PeriodLess Than
    
    
    2-3
    
    
    4-5
    
    
    More ThanTotal
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsCapitalized lease obligations
    
    $
    146,644
    
    
    $
    78,365
    
    
    $
    63,953
    
    
    $
    4,326
    
    
    $
    Purchase obligations
    
    
    563,995
    
    
    
    563,995
    
    
    
    
    
    
    
    
    
    
    
    Indebtedness
    
    
    9,537
    
    
    
    9,537
    
    
    
    
    
    
    
    
    
    
    
    $
    720,176
    
    
    $
    651,897
    
    
    $
    63,953
    
    
    $
    4,326
    
    
    $
    
    17




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
    
 ITEM 4T. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   18




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##### Table of Contents



Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 Item IA Risk Factors
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
    
    559,646 shares of Cereplast common stock valued at $212,663 to our directors and
employees as part of their compensation.
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   19




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    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)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 pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. ***32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. ***
 
 (1)
    
    Filed as an exhibit to the Form SB-2 Registration Statement declared effective on July 5,
2005 and incorporated herein by reference.***
    
    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.  20




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##### Table of Contents



SIGNATURES
  Date: August 14, 2008
    CEREPLAST, INC.By:
    /s/ Frederic ScheerFrederic ScheerChairman, Chief Executive OfficerBy:
    /s/ Stephan GardenStephan GardenPrincipal Financial Officer  21




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    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 pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. ***32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. ***
  22