Item 3.02 Unregistered Sale of Equity Securities

On August 29, 2012 an Order for Approval of Stipulation for Settlement of Claims (the "Order") was entered by the Superior Court of the State of California, County of Los Angeles, Central District (Case No. BC490593) for the issuance of an aggregate of 300,000 shares of common stock, par value $0.001 per share (the "Initial Shares") of Cereplast, Inc. a Nevada corporation (the "Company"), to Ironridge Global IV, Ltd. ("Ironridge"), in settlement of $548,133.48 of the Company's accounts payable (the "Accounts Payable"). The issuance is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions.

The Initial Shares are to be issued pursuant to the Order, in settlement of the bona fide accounts payable of the Company, which had been purchased by Ironridge from certain creditors of the Company, in an amount equal to the Accounts Payable, plus fees and costs. The Order provides for an adjustment in the total number of shares which will be issued to Ironridge based upon certain circumstances as outlined in the Order. The Order caps the ownership of Ironridge to 9.99% of the outstanding shares of the Company.

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