Effective November 13, 2012, the Company entered into amendments (the "Amendments") dated November 8, 2012 to the Note Purchase Agreement with Hanover Holdings I, LLC, the (The "NPA") and the Exchange Agreement with Magna Group, LLC, (the "Exchange Agreement"). Pursuant to the Amendments, the Company may issue upon conversion of the Notes issuable under the Exchange Agreement and the NPA, in the aggregate, no more than 19.99% of the common stock of the Company outstanding on the date of the Exchange Agreement and the NPA, unless its shareholders shall have approved the transactions contemplated by the NPA and the Exchange Agreement.

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

Exhibit
Number       Description
10.1         First Amendment to Note Purchase Agreement dated November 8, 2012 by
             and between Cereplast, Inc. and Hanover Holdings I, LLC.

10.2         First Amendment to Exchange Agreement dated November 8, 2012 by and
             between Cereplast, Inc. and Magna Group, LLC.