##### 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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 Commission File Number 333-126378
 CEREPLAST, INC.
 (Exact name of registrant as specified in its charter)
 Nevada
(State or Other Jurisdiction of Incorporation or Organization)
    
    91-2154289
(I.R.S. Employer Identification No.)3411-3433 West El Segundo Boulevard 
Hawthorne, California
(Address of Principal Executive Office)
    
    90250
(Zip Code)
 (310) 676-5000
(Registrants Telephone Number, Including Area Code)
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ




---



##### 



CEREPLAST, INC.
FORM 10-Q
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. FINANCIAL STATEMENTS
    
    
    3Consolidated Balance Sheets at March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations and Other Comprehensive Income for the Three months
ended March 31, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows for the Three months ended March 31, 2009 and 2008
    
    
    5Notes to the Consolidated 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
    
    
    19Item 4T. CONTROLS AND PROCEDURES
    
    
    20PART IIOTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    
    20Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    20Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    21Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    21Item 5. OTHER INFORMATION
    
    
    21Item 6. EXHIBITS
    
    
    21SIGNATURES
    
    
    22Exhibit 31.1Exhibit 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.




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
  
  3/31/09
    
    
    12/31/08(Unaudited)
    
    
    (Audited)ASSETSCurrent AssetsCash
    
    $
    54,165
    
    
    $
    501,699Accounts Receivable, Net
    
    
    172,636
    
    
    
    280,102Inventory, Net
    
    
    1,677,327
    
    
    
    1,838,775Prepaid Expenses
    
    
    541,659
    
    
    
    160,863Total Current Assets
    
    
    2,445,787
    
    
    
    2,781,439Property and EquipmentProperty and Equipment
    
    
    5,680,414
    
    
    
    5,729,051Accumulated Depreciation and Amortization
    
    
    (1,237,230
    )
    
    
    (1,132,337
    )Net Property and Equipment
    
    
    4,443,184
    
    
    
    4,596,714Other AssetsRestricted Cash
    
    
    48,628
    
    
    
    48,628Intangibles, Net
    
    
    177,729
    
    
    
    173,285Deposits
    
    
    48,027
    
    
    
    44,943Total Other Assets
    
    
    274,384
    
    
    
    266,856Total Assets
    
    $
    7,163,355
    
    
    $
    7,645,009LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts Payable
    
    $
    1,559,404
    
    
    $
    1,114,744Other Payables
    
    
    32,311
    
    
    
    33,634Accrued Expenses
    
    
    761,024
    
    
    
    829,933Capital Leases, Current Portion
    
    
    50,879
    
    
    
    47,440Convertible Shareholder Loan
    
    
    
    
    
    
    212,482Loan Payable, Current Portion
    
    
    971
    
    
    
    3,874Total Current Liabilities
    
    
    2,404,589
    
    
    
    2,242,107Long-Term LiabilitiesCapital Leases
    
    
    21,795
    
    
    
    40,045Total Long-Term Liabilities
    
    
    21,795
    
    
    
    40,045Total Liabilities
    
    
    2,426,384
    
    
    
    2,282,152Shareholders EquityPreferred Stock, $0.001 par value;
5,000,0000 authorized preferred shares
    
    
    
    
    
    
    Common Stock, $0.001 par value;
495,000,000 authorized shares; 306,430,230 shares &
281,134,359 shares issued and outstanding, respectively
    
    
    306,430
    
    
    
    281,134Common Stock subscribed, not issued
    
    
    
    
    
    
    250,000Additional Paid in Capital
    
    
    35,967,135
    
    
    
    34,175,023Retained Earnings/(Deficit)
    
    
    (31,565,575
    )
    
    
    (29,372,020
    )Other Comprehensive Income
    
    
    28,981
    
    
    
    28,720Total Shareholders Equity
    
    
    4,736,971
    
    
    
    5,362,857Total Liabilities and Shareholders Equity
    
    $
    7,163,355
    
    
    $
    7,645,009
   3




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##### Table of Contents



3/31/2009
    
    
    3/31/2008GROSS SALES
    
    $
    564,383
    
    
    $
    913,152Sales Discounts, Returns & Allowances
    
    
    (3,806
    )
    
    
    (21,922
    )NET SALES
    
    
    560,577
    
    
    
    891,230COST OF SALES
    
    
    462,807
    
    
    
    778,789GROSS PROFIT
    
    
    97,770
    
    
    
    112,441OPERATING EXPENSESDepreciation and Amortization
    
    
    135,910
    
    
    
    129,464Marketing Expense
    
    
    158,805
    
    
    
    395,572Professional Fees
    
    
    148,299
    
    
    
    346,040Rent Expense
    
    
    241,693
    
    
    
    264,643Research and Development
    
    
    141,210
    
    
    
    157,098Salaries & Wages
    
    
    748,320
    
    
    
    647,798Salaries & Wages  Stock Based Compensation
    
    
    349,255
    
    
    
    1,512,781Other Operating Expenses
    
    
    330,834
    
    
    
    583,259TOTAL OPERATING EXPENSES
    
    
    2,254,326
    
    
    
    4,036,655LOSS FROM OPERATIONS BEFORE OTHER INCOME(EXPENSES)
    
    
    (2,156,556
    )
    
    
    (3,924,214
    )OTHER INCOME (EXPENSES)Gain on Settlement of Shareholder Loan
    
    
    81,982
    
    
    
    Waiver fee on Settlement of Shareholder Loan
    
    
    (90,000
    )
    
    
    Loss on Sale of Equipment
    
    
    (25,449
    )
    
    
    Interest Income
    
    
    8,279
    
    
    
    86,376Interest Expense
    
    
    (11,811
    )
    
    
    (6,571
    )TOTAL OTHER INCOME (EXPENSES)
    
    
    (36,999
    )
    
    
    79,805LOSS BEFORE PROVISIONS FOR TAXES
    
    
    (2,193,555
    )
    
    
    (3,844,409
    )Provision for Taxes
    
    
    
    
    
    
    NET LOSS
    
    
    (2,193,555
    )
    
    
    (3,844,409
    )OTHER COMPREHENSIVE INCOMEGain on Foreign Currency Translation
    
    
    261
    
    
    
    TOTAL COMPREHENSIVE LOSS
    
    $
    (2,193,294
    )
    
    $
    (3,844,409
    )BASIC AND DILUTED LOSS PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.01
    )WEIGHTED-AVERAGE COMMON SHARES OUTSTANDINGBASIC AND DILUTED
    
    
    291,091,799
    
    
    
    259,567,853
   4




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##### Table of Contents



3/31/2009
    
    
    3/31/2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (2,193,555
    )
    
    $
    (3,844,409
    )Adjustment to reconcile net loss to net cash
used in operating activitiesDepreciation and amortization
    
    
    135,910
    
    
    
    129,464Reserve for Inventory Obsolescence
    
    
    46,000
    
    
    
    Allowance for Doubtful Accounts
    
    
    (1,325
    )
    
    
    Loss on sale of equipment
    
    
    25,449
    
    
    
    Common Stock Issued for Services, Salaries & Wages
    
    
    406,754
    
    
    
    1,520,581Common Stock Issued for Waiver Fee
    
    
    90,000
    
    
    
    Gain on Settlement of Shareholder Loan
    
    
    (81,982
    )
    
    
    (Increase) Decrease in:Accounts Receivable
    
    
    108,791
    
    
    
    (24,183
    )Inventory
    
    
    115,448
    
    
    
    (605,480
    )Deposits
    
    
    (3,084
    )
    
    
    (358,583
    )Prepaid Expenses
    
    
    44,203
    
    
    
    (55,020
    )Restricted Cash
    
    
    
    
    
    
    (847
    )Intangibles
    
    
    (6,557
    )
    
    
    (34,007
    )Increase (Decrease) in:Accounts Payable
    
    
    492,473
    
    
    
    25,977Accrued Expenses
    
    
    (68,909
    )
    
    
    66,648Other Payables
    
    
    (1,323
    )
    
    
    902NET CASH USED IN OPERATING ACTIVITIES
    
    
    (891,707
    )
    
    
    (3,178,957
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment, and intangibles
    
    
    (6,869
    )
    
    
    (149,643
    )Proceeds from sale of equipment
    
    
    1,154
    
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (5,715
    )
    
    
    (149,643
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on Capital Leases
    
    
    (14,811
    )
    
    
    (17,549
    )Payments on Term Loan Payable
    
    
    (2,903
    )
    
    
    (2,714
    )Proceeds from issuance of common stock and subscription receivable
    
    
    467,341
    
    
    
    NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    449,627
    
    
    
    (20,263
    )FOREIGN CURRENCY TRANSLATION
    
    
    261
    
    
    
    NET DECREASE IN CASH
    
    
    (447,534
    )
    
    
    (3,348,863
    )CASH, BEGINNING OF PERIOD
    
    
    501,699
    
    
    
    8,593,714CASH, END OF PERIOD
    
    $
    54,165
    
    
    $
    5,244,851
       5




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##### Table of Contents



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2009
 (Unaudited)
  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 offer 14 commercial grades of Compostables Resins in this product line.
These resins are compatible with existing manufacturing processes and equipment making them
a ready substitute for traditional petroleum-based resins. We commercially introduced our
Compostables line in November 2006.
 
    
    Cereplast Hybrid Resins® replace up to 50% of the petroleum content in
conventional plastics with bio-based materials such as industrial starches sourced from
plants. The Hybrid Resin line is designed to offer similar properties to traditional
polyolefins such as impact strength and heat deflection temperature, and is compatible with
existing converter processes and equipment. 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.
We commercially introduced our first grade of Hybrid Resin, Hybrid 150, at the end of 2007.
We currently offer two commercial grades in this product line.
   6




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##### Table of Contents



Basis of Presentation and Consolidation
   Use of Estimates
  Basis of Presentation and Going Concern
      7




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##### Table of Contents



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




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##### Table of Contents



Inventories
  3/31/09
    
    
    12/31/08Raw Materials
    
    $
    582,091
    
    
    $
    608,984Bioplastic Resins
    
    
    1,004,430
    
    
    
    1,040,255Finished Goods
    
    
    200,887
    
    
    
    291,890Work in Process
    
    
    45,458
    
    
    
    Packaging Materials
    
    
    22,461
    
    
    
    29,646Promo & Misc.
    
    
    
    
    
    
    Reserve for Obsolescence
    
    
    (178,000
    )
    
    
    (132,000
    )Inventories, Net
    
    $
    1,677,327
    
    
    $
    1,838,775
 Property and Equipment
  3/31/09
    
    
    12/31/08Equipment
    
    $
    2,526,774
    
    
    $
    2,582,204Construction in Progress
    
    
    2,596,226
    
    
    
    2,593,937Furniture & Fixtures
    
    
    325,738
    
    
    
    325,738Leasehold Improvements
    
    
    231,676
    
    
    
    227,1725,680,414
    
    
    
    5,729,051Less Accumulated Depreciation
    
    
    (1,237,230
    )
    
    
    (1,132,337
    )Net Property and Equipment
    
    $
    4,443,184
    
    
    $
    4,596,714
 Intangibles
  3/31/09
    
    
    12/31/08Intangibles
    
    $
    195,433
    
    
    $
    188,927Less Accumulated Amortization
    
    
    (17,704
    )
    
    
    (15,642
    )Net Intangibles
    
    $
    177,729
    
    
    $
    173,285
 Deferred Income Taxes
   9




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##### Table of Contents



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




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##### Table of Contents




    
    In a private placement transaction on February 18, 2009, 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 (the Securities Act), we issued 9,346,819
restricted shares of common stock for gross cash proceeds of $467,341, and 5,000,000
restricted shares of common stock in fulfillment of subscriptions received prior to
December 31, 2008 of $250,000.
 
    
    Also on February 18, 2009 we also issued 2,450,000 shares of restricted common stock
valued at $220,500 to one of our shareholders, a party related to our Chief Executive
Officer, in repayment of a convertible shareholder loan. The stock issuance includes
1,450,000 shares related to the original principal amount of $212,500 and 1,000,000
additional shares related to an agreement to waive default penalties.
 
    
    We issued 5,000,000 shares of restricted common stock valued at $425,000 to third
parties for prepaid services to be rendered over a twelve-month term beginning in March
2009.
 
    
    We issued 3,499,052 shares of restricted common stock valued at $312,419 to various
employees, directors, and third parties for services rendered.
 Stock Option Activity
  Three months endedMarch 31, 2009Weighted AverageShares
    
    
    Exercise PriceOutstandingbeginning of year
    
    
    9,975
    
    
    $
    0.56Granted at fair value
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled/forfeited
    
    
    
    
    
    
    Outstandingend of quarter
    
    
    9,975
    
    
    
    0.56Options exercisable at quarter-end
    
    
    6,873
    
    
    $
    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
    
    
    9,975
    
    
    $
    0.56
    
    
    
    4.75
    
    
    
    
    
    
    
    6,873
    
    
    $
    0.56
    
    
    
    4.43
    
    
    
    
   11




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##### Table of Contents



California Facilities
 
    
    a lease for office, industrial and warehouse space with monthly rents of $15,405
expiring in January 2010;
 
    
    a lease for office and warehouse space with monthly rents of $20,644 expiring in April
2012; and
 
    
    a lease for office and warehouse space with monthly rents of $26,105 expiring in January
2010. This facility was subleased to a third party for a four-month period beginning in
February 2009 for rental income of $15,000 per month.
 Indiana Facility 
  Term Loan
  Year ending December 31, 2009
    
    $
    971Less Current Portion of Loan Payable
    
    
    (971
    )Long Term Portion of Loan Payable
    
    $
    
 Shareholder Loan
   12




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Issuance of Capital Stock
  Payment of Salaries
   13




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
    
    inability to raise sufficient additional capital to finance operations;
 
    
    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;
 
    
    decline in demand for our products and services;
 
    
    rapid and significant changes in markets and other factors which encourage use of
bioplastics;
 
    
    failure to successfully commence operations at our new Seymour facility and relocate
manufacturing activities from California to Indiana;
 
    
    failure to commercialize new grades of resin being pursued in our technical / market
development pipeline;
 
    
    competitor actions which curtail our market share, negatively affect pricing or limit
sales growth;
 
    
    inability to retain employees as a result of deferral of payment of salaries to preserve
cash;
 
    
    litigation with or legal claims and allegations by outside parties; and
 
    
    insufficient revenues to cover operating costs.
    14




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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 offer 14 commercial grades of Compostables Resins in this product line.
These resins are compatible with existing manufacturing processes and equipment making them
a ready substitute for traditional petroleum-based resins. We commercially introduced our
Compostables line in November 2006.
 
    
    Cereplast Hybrid Resins® replace up to 50% of the petroleum content in
conventional plastics with bio-based materials such as industrial starches sourced from
plants. The Hybrid Resin line is designed to offer similar properties to traditional
polyolefins such as impact strength and heat deflection temperature, and is compatible with
existing converter processes and equipment. 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.
We commercially introduced our first grade of Hybrid Resin, Hybrid 150, at the end of 2007.
We currently offer two commercial grades in this product line.
  Trends and Uncertainties that May Impact Future Results of Operations
 Global Market and Economic Conditions.
  15




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##### Table of Contents



Sales.
 Operating Expenses.
 Expansion of Operations.
    16




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##### Table of Contents



Sales
  Gross Profit
 ®
 Operating Expenses
 
    
    Overall, total operating expenses decreased by $1,782,329, including non-cash-related
expenses of $406,754, or 44.2%, to $2,254,326 for the three months ended March 31, 2009
compared to the three months ended March 31, 2008. The decrease for the period is largely
attributable to a $1,163,526 reduction in non-cash compensation awarded to employees during
the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.
In addition, reduced spending on marketing and professional fees was enabled by focusing
our pipeline process for technical development and expansion of our resin families.
 
    
    Salaries and wages decreased by $1,063,004 for the three months ended March 31, 2009
compared to the three months ended March 31, 2008, largely as a result of the reduction in
value of the stock based bonus awards granted during the three months ended March 31, 2009
compared to March 31, 2008.
 
    
    Marketing expense decreased by $236,767 to $158,805 for the three months ended March 31,
2009 compared to the three months ended March 31, 2008. The decrease for the period is
directly attributable to focusing our pipeline process and implementing more rigorous
market and customer selection processes.
 
    
    Professional fees decreased by $197,741 to $148,299 for the three months ended March 31,
2009 compared to the three months ended March 31, 2008 as a result of executive search
expenses incurred in the prior year relating to our focus on strengthening the leadership
team.
 
    
    Rent expense decreased by $22,950 to $241,693 for the three months ended March 31, 2009
compared to the three months ended March 31, 2008. The decrease for the period was the
result of rental income from the sublease of one of our office and warehouse premises in
Hawthorne being offsetting rent expense during the three months ended March,31, 2009. No
rental income was earned on any of our leased premises for the three months ended March 31,
2008.
  17




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Net Loss
 ®.
           18




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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
    
    $
    72,674
    
    
    $
    50,879
    
    
    $
    21,795
    
    
    $
    
    
    
    $
    Rental lease obligations
    
    
    72,442
    
    
    
    72,442Purchase obligations
    
    
    396,404
    
    
    
    396,404
    
    
    
    
    
    
    
    
    
    
    
    Indebtedness
    
    
    971
    
    
    
    971
    
    
    
    
    
    
    
    
    
    
    
    $
    542,491
    
    
    $
    520,696
    
    
    $
    21,795
    
    
    $
    
    
    
    $
    
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    19




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##### Table of Contents



ITEM 4T. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
    
    2,936,552 shares of our common stock valued at $264,607 to our directors and
employees as part of their compensation.
 
    
    2,450,000 shares of our common stock valued at $220,500 to a current shareholder, a
party related to our Chief Executive Officer, in repayment of a convertible shareholder
loan.
 
    
    562,500 shares of our common stock valued at $47,813 to third parties for services
rendered in the period.
 
    
    5,000,000 shares of our common stock valued at $425,000 to third parties for prepaid
services to be rendered over a future period.
 
    
    9,346,819 shares of our common stock to accredited investors for gross proceeds of
$467,341.
 
    
    5,000,000 shares of our common stock to accredited investors to accredited investors
in fulfillment of subscriptions received prior to December 31, 2008 of $250,000.
  20




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##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
 Departure
of Certain Executive Officers and Directors
   
 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 and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer and Principal 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.  21




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##### Table of Contents



SIGNATURES
  Date: May 19, 2009
    CEREPLAST, INC.By:
    /S/ Frederic ScheerFrederic ScheerChairman, Chief Executive Officer, Principal
Financial Officer and Director  22




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##### Table of Contents



EXHIBIT INDEX
 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 and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer and Principal 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.  23