RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
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January 5, 2006
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: Ryan Rohm, Division of Corporation Finance
Re: Cereplast, Inc.
Form 8-K, Item 4.01
Filed December 22, 2005
File No. 333-126378
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Dear Commission:
In response to your letter to Frederic Scheer, President of Cereplast,
Inc. (the "Company"), dated December 23, 2005, attached for filing with this
letter is the Company's Report on Form 8-KA, dated January 5, 2005, which amends
the Report on Form 8-K, dated December 22, 2005, and which reflects the changes
requested in your letter. The following are responses to your comments:
1. The Report has been amended to state that the Former Accountant was
dismissed, effective December 22, 2005, as required by Item 304
(a)(l)(i) of Regulation S-B.
2. Although referenced in the original filing, the Report has been
amended to highlight that the Company's Board of Directors recommended
and approved the decision to change accountants, in accordance with
Item 304 (a)(l)(iii) of Regulation S-B.
3. The Report has been amended to comply precisely with Item 304
(a)(l)(ii) of Regulation S-B, and to include disclosure of the going
concern paragraph included in the audit report that was filed in the
Company's Form SB-2, filed on July 5, 2005.
4. The Report has been amended to disclose the time period during which,
and reports for which, there were no disagreements with the Former
Accountant, in accordance with Item 304 (a)(l) of Regulation S-B.
233 WILSHIRE BOULEVARD, SUITE 820, SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 393-9992 FACSIMILE (310) 393-2004
United States SEC
Attn: Ryan Rohm, Division of Corporation Finance
January 5, 2006
Page 2 of 2
5. Attached as Exhibit 9(c)(16) to the Report is the letter from the
Former Accountant required by Item 304(a)(3) of Regulation S-B.
Very truly yours,
/s/Mark J. Richardson
_________________________
Mark J. Richardson, Esq.
for Richardson & Associates
cc: Frederic Scheer, President
Cereplast, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2005
CEREPLAST, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
333-126378 91-2154289
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(Commission File Number) (I.R.S. Employer
Identification No.)
3421-3433 West El Segundo Boulevard, Hawthorne, California 90250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 676-5000
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 4
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TABLE OF CONTENTS
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS.............................1
SECTION 2. FINANCIAL INFORMATION............................................1
SECTION 3. SECURITIES AND TRADING MARKETS...................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS.......................................................1
Item 4.01 Changes in Registrant's Certifying Accountant.........1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..............................1
SECTION 6. [RESERVED].......................................................1
SECTION 7. REGULATION FD................. ..................................2
SECTION 8. OTHER EVENTS.....................................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ...............................2
SIGNATURES....................................................................2
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Not Applicable.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant.
On or about December 22, 2005, the Company engaged HJ Associates &
Consultants, LLP, Certified Public Accountants ("New Accountant") to audit and
review the Company's financial statements for the fiscal year ending December
31, 2005. The New Accountant has been engaged for general audit and review
services and not because of any particular transaction or accounting principle,
or because of any disagreement with the Company's former accountant, Rose,
Snyder & Jacobs, a corporation of certified public accountants (the "Former
Accountant").
The Former Accountant was dismissed effective December 22, 2005. The
Former Accountant's reports on the Company's financial statements during its
past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor was it modified as to uncertainty, audit scope or accounting
principles, except for the qualification reflected in its going concern
disclosure regarding the Company contained in its audit report for the fiscal
year ended December 31, 2004, included with the Company's Form SB-2 registration
statement filed with the Securities and Exchange Commission on July 5, 2005. The
decision to change accountants was recommended and approved by the Company's
Board of Directors. During the fiscal years ended December 31, 2003 and December
31, 2004 and through the date hereof, the Company did not have any disagreements
with the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the Former Accountant's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.
The New Accountant was engaged effective December 22, 2005. The New
Accountant was engaged for general audit and review services and not because of
any particular transaction or accounting principle, or because of any
disagreement with the Former Accountant. A letter from the Former Accountant
addressed to the Securities and Exchange Commission was requested by the Company
and is attached to this Report as Exhibit 9(c)(16).
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable.
SECTION 6. [RESERVED]
1
SECTION 7. REGULATION FD DISCLOSURE
Not Applicable.
SECTION 8. OTHER EVENTS
Not Applicable.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
16. Letter from Rose, Snyder & Jacobs, a corporation of
certified public accountants, dated January 5, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CEREPLAST, INC.
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(Registrant)
Date: January 5, 2006
\s\ Frederic Scheer
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Frederic Scheer, President
2
EXHIBIT 16
ROSE, SNYDER & JACOBS
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A CORPORATION OF CERTIFIED PUBLIC ACCOUNTANTS
January 5, 2006
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
USA 20549
Dear Sir and/or Madam:
We have read the statements that we understand Cereplast, Inc. will include
under Item 4.01 of the Form 8-KA it will file regarding the recent change of
auditors. We agree with such statements made regarding our firm.
Yours truly,
/s/Rose, Snyder & Jacobs
_________________________
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
CC: Cereplast, Inc.
_________________________________________________
15821 VENTURA BOULEVARD, SUITE 490, ENCINO, CALIFORNIA 91436
PHONE: (818) 461-0600 * FAX: (818) 461-0610