Effective June 29, 2012, Cereplast, Inc. (the "Company") and Compass Horizon Funding Company, LLC ("Horizon") entered into an amendment (the "Amendment") to the Venture Loan and Security Agreement (the "Loan Agreement") entered into by both parties on December 21, 2010. Pursuant to the Amendment, the Maturity Date within the Loan Agreement was changed to the earlier to occur of (i) August 1, 2014, or (ii) the date of acceleration of a Loan following an event of default or the date of prepayment of the Loan. In addition, the definition of Scheduled Payments was amended. The definition of Events of Default was expanded to include the failure to pay certain late fees and amendment fees, which were agreed upon among the parties.

In connection with the Amendment, the Company issued a warrant to Horizon representing the right to purchase 225,000 shares of the Company's common stock at an exercise price of $0.01 per share. In addition, the Company issued a restated and amended warrant to purchase 140,000 shares of the Company's common stock at an exercise price of $0.26.

The foregoing is only a brief description of the Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to the Exhibit.

The information contained in Item 1.01 is incorporate by reference.

(d) The following exhibits are filed with this report:

Exhibit
Number       Description

10.1         First Amendment of Venture Loan and Security Agreement dated as May 1, 2012

10.2         Amended and Restated Secured Promissory Note (Loan A)

10.3         Amended and Restated Secured Promissory Note (Loan B)

10.4         Amended and Restated Common Stock Purchase Warrant

10.5         Common Stock Purchase Warrant