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    BARNETT & LINN

    ATTORNEYS AT LAW

    1600 E. Florida Avenue, Suite 214 • Hemet, CA 92544

    www.barnettandlinn.com

    WILLIAM B. BARNETT

    TELEPHONE: 818-436-6410

    Attorney/Principal

    FACSIMILE: 818-223-8303

    wbarnett@wbarnettlaw.com

April 22, 2021

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street NE

Washington D.C. 20549

 Attn: David Gessert, Staff Attorney

  Ada D. Sarmento, Staff Attorney

 Jeanne Bennett, Staff Accountant

 Kevin Vaughn, Staff Accountant

 Re:  Cereplast, Inc. (“Registrant” and/or “Company”)

 Amendment No. 1 to Registration Statement on Form 10-12G

 Filed on March 1,2021

 File No. 000-56252

Gentlepersons:

The Registrant hereby files its Amendment No.
1 to Registration Statement on Form 10-12G (“Amendment No.1”). The Amendment No. 1 has been revised in accordance with the
Commission’s comment letter dated March 26, 2021 (“Comment Letter”).

To assist the staff in its review of Registrant’s
responses, we have provided a copy of Amendment No. 1 “marked to show changes”, and our responses below correspond to each
comment number in the Comment Letter.

Registration Statement on Form 10-12G

Item 1. Description of Business

Organization and Corporate History, page 1

1. In
accordance with your comment we have added disclosure to page 1 relating to the Registrant’s 2014 Bankruptcy.

Jumpstart Our Business Startups Act, page 6

2. In
response to your comment, we have added disclosure to page 1 relating to the sale of securities by Custodian Ventures, LLC to Xudong Li.
We have also included the Stock Purchase Agreement dated October 22, 2020 as Exhibit 10.1 to the Exhibit section of the Amendment No.
1.

Cautionary Note Regarding Forward-Looking Statements,
page 2

3. In
accordance with your comment, we deleted reference to Section 27A of the Securities Act of 1933, (the “Securities Act”).

Item 1A: Risk Factors

Because Our Principal Shareholder Controls
Our Activities, Page 8

4. In
accordance with your comment, we have expanded disclosure regarding Ms. Xudong’s aggregate voting power, which includes her ownership
of both Common Stock and Series A-1 Preferred Stock.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Forward-looking Statements, page 11

5. In
accordance with your comment, we have deleted “Annual Report on Form 10-K”.

Item 4. Security Ownership of Certain Beneficial
Owners and Management, page

6. In accordance with your
comment, we have provided information in the table as of the date of the filing.

Item 5: Directors and Executive Officers

Directors and Executive Officers, page 16

7. In accordance to your comment,
we have provided information as of the date of the filing and also whether any director is independent.

8.  In accordance with your
comment, we have added disclosure regarding the director’s skills that would qualify him and her to be a director.

Item 7. Certain Relationships and Related Transactions, page 18

9. In accordance with your
comment, we have added similar disclosure as set forth in Note 4 to the Financial Statements on page F-9.

Item 10. Recent Sales of Unregistered Securities, page 20

10. In accordance with your
comment, we have added information regarding slaes of securities by the registrant over the past 3 years.

Item 11. Description of Registrant’s Securities to be Registered

Description of Preferred Stock, page 20.

11. In
accordance with your comment, we have revised the disclosure on page 15 to be consistent with the disclosure under this section. As to
the conversion of the 510 preferred stock by Custodian Ventures, the Custodian (“CV”) into 510 shares of common stock please
be advised as follows: The series A designation was filed in 2012, years before
CV gained custodianship, and designated 10000 series A shares. Prior company filings indicated as many as 490 of those shares had been,
at some point or another, issued and outstanding. For the custodianship, CV assumed all 490 were still outstanding. With Board consent,
CV issued the balance of the 510 shares to itself. As majority A holder, CV and the BOD consented to amending the A designation, which
included a provisions for class conversion by majority at a ratio of 1:1. CV then noticed conversion of the class. All 1000 A shares were
converted, including the 510 preferred shares.

Report of Independent Registered Public Accounting Firm, page F-2

12. After discussion with
the staff, this comment was withdrawn.

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Balance Sheet, page F-3

13. In accordance with your
comments, the issued and outstanding Preferred Stock has been revised to be consistent with other descriptions throughout this Amendment
No. 1. We have also corrected the missing digits in the 2019 column of the Statement of Cash Flows.

Note 1- Bases of Presentation and Organization, page F-7

14. In accordance with your
comment disclosure has been added relating to the Company’s bankruptcy.

We reviewed whether this was a reorganization from bankruptcy that
resulted in a quasi-reorganization and adjustment to APIC. We believe this was not the case so no adjustment is required.

General

15. The Registrant understands
that it may be subject to the reporting requirements of the Exchange Act of 1934 prior to this Registration Statement becoming effective
and it will timely file any such reports as required.

16.  In accordance with your
comments, we have added disclosure on pages 4 and 5 regarding “blank check” companies under Section (a)(2) of Rule 419 of
the Securities Act.

We believe that we have responded
to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any
further questions or comments.

Thank you for your cooperation
and courtesies in this matter.

  Very truly yours,

  Barnett & Linn

  /s/ William B. Barnett

  William B. Barnett

  WBB: lg

  cc/ Ms. Li Xudong, CEO

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