United States securities and exchange commission logo
March 26, 2021
Li Xudong
Chief Executive Officer
Cereplast, Inc.
Room 2707, Global Mansion, Zhengbian Road, Jishui District,
Zhengzhou City, Henan Provence 450000 China
Re: Cereplast, Inc.
Registration
Statement on Form 10-12G
Filed March 1, 2021
File No. 000-56252
Dear Ms. Xudong:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form 10-12G
Item 1: Description of Business
Organization and Corporate History, page 1
1. Please expand your
disclosure to describe your 2014 bankruptcy proceedings. Refer to
Item 101(h)(4) of
Regulation S-K for guidance.
2. Please expand your
disclosure to describe the material terms of the sale of securities
by Custodian Ventures,
LLC to Xudong Li. Additionally, please file the agreement
pursuant to which the
securities were sold as an exhibit to your registration statement.
Cautionary Note Regarding Forward-looking Statements, page 2
3. We note your reference
here to the Private Securities Litigation Reform Act of
1995. Please note that,
because you are not currently subject to the reporting requirements
of section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, the PSLRA safe
Li Xudong
FirstName LastNameLi Xudong
Cereplast, Inc.
Comapany
March NameCereplast, Inc.
26, 2021
March2 26, 2021 Page 2
Page
FirstName LastName
harbor provisions are not applicable. Refer to Section 27A of the
Securities Act of 1933
for guidance. Please delete references to the PSLRA and its safe
harbor provisions from
your registration statement.
Item 1A: Risk Factors
Because Our Principal Shareholder Controls Our Activities, page 8
4. Please expand your disclosure to describe Ms. Xudong's aggregate
voting power resulting
from the common stock and Series A-1 Preferred shares of your company
that she
beneficially owns or controls.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Forward-looking Statements, page 11
5. We note that you refer to this registration statement as an "Annual
Report on Form 10-
K." Please revise to clarify or advise.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 14
6. We note that the information in this table is provided as of January
31, 2021. Please
provide the information in this table as of the most recent
practicable date to the date of
the filing. Refer to Item 403 of Regulation S-K for guidance.
Item 5: Directors and Executive Officers
Directors and Executive Officers, page 16
7. We note that the information in this section is provided as of
December 31, 2020. You
should disclose your current directors and executive officers as of
the date of the filing.
Please revise accordingly and refer to Item 401 of Regulation S-K for
guidance. Please
also revise to state whether any of your directors are independent.
Refer to Item 407(a) of
Regulation S-K for guidance.
8. Please revise to briefly discuss, for each director, the specific
experience, qualifications,
attributes or skills that led to the conclusion that the person should
serve as a director for
your company, in light of your business and structure. Refer to Item
401(e) of Regulation
S-K for guidance.
Item 7. Certain Relationships and Related Transactions, page 18
9. We note the discussion of certain related party transactions in Note 4
on page F-9, but
there is no disclosure in this section. Please revise or advise. Refer
to Item 404 of
Regulation S-K for guidance.
Item 10. Recent Sales of Unregistered Securities, page 20
10. Please provide the information required by Item 701 of Regulation S-K
as to all securities
of the registrant sold by the registrant within the past three years
which were not
Li Xudong
FirstName LastNameLi Xudong
Cereplast, Inc.
Comapany
March NameCereplast, Inc.
26, 2021
March3 26, 2021 Page 3
Page
FirstName LastName
registered under the Securities Act or advise. Include sales of
reacquired securities, as well
as new issues, securities issued in exchange for property, services,
or other securities, and
new securities resulting from the modification of outstanding
securities.
Item 11. Description of Registrant's Securities to be Registered
Description of Preferred Stock, page 20
11. Please reconcile your disclosure here that the holder of each share of
Series A-1 Preferred
Stock has the right to one vote for each share of common stock into
which such Preferred
Stock could then be converted, which is disclosed here as 100 shares
of common stock,
with your disclosure on page 15 that the holders of the Series A-1
Preferred Stock
outstanding have the right to vote 40 shares for each share of
Preferred Stock owned on
any and all shareholder matters. Please also explain how Custodian
Ventures' was able to
convert its 510 shares of Series A-1 Preferred Stock into 510 shares
of common stock as
discussed in Note 6 on page F-10.
Report of Independent Registered Public Acconting Firm, page F-2
12. The audit report does not address your statement of stockholders'
equity (deficit). Please
revise to provide an audit report that clearly addresses your
statement of stockholders'
equity (deficit).
Balance Sheet, page F-3
13. In your Preferred Stock line item on page F-3, you report 50 million
preferred shares were
issued and outstanding at each December 31, 2020 and 2019. However,
your Statement of
Stockholders Equity on page F-5 as well as Note 6--Preferred Stock
on page F-10 states
that there were 5 million shares outstanding at December 31, 2020 and
510 preferred
shares outstanding at December 31, 2019. Similarly, it appears some of
the last digits
were inadvertently omitted in the 2019 column of your Statement of
Cash Flows. Please
revise to address these apparent inconsistencies, clearly labeling any
restated amounts as
necessary.
Note 1 - Basis of Presentation and Organization, page F-7
14. Please address the following regarding the information filed by the
Company on Form 8-
K during February and March, 2014 related to the Company's bankruptcy
proceedings:
Please revise your Form 10 to more clearly describe the bankruptcy
proceedings in
general and specifically how these proceedings impacted your
financial statements.
Tell us how you considered the guidance in ASC 205-30 and ASC 852,
related to
these proceedings.
As part of your response, clarify the extent to which whether the
entire Accumulated
deficit was generated subsequent to the bankruptcy proceeds or
includes amounts
prior to bankruptcy.
Li Xudong
Cereplast, Inc.
March 26, 2021
Page 4
General
15. Note that the registration statement becomes effective automatically 60
days after its
initial filing. You will then be subject to the reporting requirements of
the Exchange Act
of 1934, including the requirements to file Forms 10-K, 10-Q, and 8-K
even if comments
remain open on the Form 10. If you do not wish to become subject to these
reporting
requirements before completion of our review, you may wish to consider
withdrawing the
Form 10 before it becomes effective automatically and submitting a new
registration
statement when you respond to our comments.
16. It appears from your current disclosure that you may be a "blank check"
company under
Section (a)(2) of Rule 419 of the Securities Act of 1933. We note your
disclosure that the
company ceased operating its business in 2014 and that the company seeks
to merge with
another entity. Please revise to disclose your status as a blank check
company and, in an
appropriate place in your filing, provide details regarding compliance
with Rule 419 in
connection with any offering of your securities.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeanne Bennett at 202-551-3606 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Ada D. Sarmento at 202-551-3798 with
any other
questions.
Sincerely,
FirstName LastNameLi Xudong
Division of
Corporation Finance
Comapany NameCereplast, Inc.
Office of Life
Sciences
March 26, 2021 Page 4
cc: William Barnett, Esq.
FirstName LastName