SecProbe.io

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Mail Stop 6010
June 24, 2005

Via U.S. Mail and Facsimile

Mr. Rod A. Shipman
President, Chief Executive Officer, and Chief Financial Officer
CPC of America, Inc.
6336 17th Street Circle East
Sarasota, Florida 34243

      Re:	CPC of America, Inc.
Form 10-KSB for the fiscal year ended December 31, 2004
Filed March 31, 2005
File No. 000-24053

Dear Mr. Shipman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please respond to each of the comments in our August 29, 200
letter to you or demonstrate that the comment is not applicable.

Form 10-KSB dated December 31, 2004

Management`s Discussion and Analysis, page 10

1. We see that the counterpulsation product was cleared for
marketing
in March 2003.  You also disclose that you are analyzing whether
to
sell the business that owns that product. We further see that your
disclosure about the potential sale of the business is essentially
identical to that included in your 2003 10-KSB. Future filings
should
include more specific and detailed disclosure about the status of
the
evaluation.  Disclose why you elected to not pursue sales of the
product upon receiving FDA marketing clearance.  Make disclosure
about the steps contemplated in the evaluation about whether to
sell
this business, including the related time line. Make detailed and
specific disclosure about the status of the evaluation, including
disclosure about uncompleted actions and expected timing for
completion. Show us how you intend to apply this comment.

2. We see your limited resources and operating cash burn in excess
of
$6 million during the past two years.  Future filings should
include
more detail with respect to the plan for development of the
Medclose
product.  MD&A should present disclosure about the expected costs
to
develop and ready the product for market, and whether you expect
additional financing will be required, including when and how you
expect to raise that financing.  That is, you should make more
detailed and specific disclosure about the development plan.  Show
us
how you intend to apply this comment.

3. As a related matter, we see that you have one employee. If you
have entered into contracts or other arrangements for product
development or other consulting services, MD&A should present
disclosure about the related cash obligations, including
disclosure
about how you intend to fund those obligations.  We see, for
instance, disclosure that you engaged a third party to develop the
Medclose product. Show us how you intend to apply this comment.

Item 7. Financial Statements, page 11

Consolidated Statements of Operations, page F-3

4. We see the significance of related party transactions as
disclosed
in Note 5.  In future filings the amounts of related party
transactions and balances should be separately disclosed on the
face
of the basic financial statements.  Refer to Rule 4-08(k) to
Regulation S-X.

5. In future filings where loss applicable to common shareholders
differs from net income by 10% or more, please present a separate
line item on the face of the statement of operations to disclose
net
loss available to common shareholders.  Refer to SAB Topic 6B.1.

Consolidated Statements of Shareholders` Equity (Deficit), page F-
4a

6. We note that for all years presented the beneficial conversion
feature and preferred stock dividends are recorded as debits to
accumulated deficit.  Please tell us how your accounting is in
accordance with EITF Topic D-98.  That is, since you do not have
retained earnings, tell us why these charges should not be
recorded
against paid-in capital.

Consolidated Statements of Cash Flows, page F-7

7. We note that exercises of options and warrants are $647,182 on
the
consolidated statements of cash flows and $1,082,264 on the
consolidated statement of shareholders` equity (deficit) for the
year
ended December 31, 2004. Provide us with a reconciliation between
the
two amounts.  The response should quantify and describe the
reconciling items.

8. Please tell us whether you had any cashless exercises of
options
or warrants.  If so, please tell us about the terms of the
cashless
provisions, including how you accounted for options and warrants
providing for cashless exercise.  Show us that your accounting is
appropriate under FIN 44.  As a related matter, the notes to
future
financial statements should present disclosure about the terms and
conditions of cashless exercise provisions.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3605 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.

Sincerely,

Gary Todd
Reviewing Accountant

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Mr. Rod A. Shipman
CPC of America, Inc.
June 24, 2005
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