SecProbe.io

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<TYPE>LETTER
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Mail Stop 6010

								December 21, 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
	Response Letter dated November 21, 2005
File No. 000-24053

Dear Mr. Shipman:

      We have limited our review of your filing to those issues we
have addressed in our comments.  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.

Form 10-KSB dated December 31, 2004

1. Please file your response letter dated November 21, 2005 and
all
future correspondence on EDGAR.

Management`s Discussion and Analysis, page 10

2. We refer to your response to prior comment 1 from our letter
dated
June 24, 2005.  We see the revisions presented in the Form 10-Q as
of
September 30, 2005; however, those disclosures continue to be
vague
and non-specific.  Please expand future filings to address the
following:
a. Describe the time period of the "preliminary evaluation,"
including a more thorough discussion of the steps involved in that
process.  More precisely clarify the actions undertaken and
completed.  Also, clarify the actions that remain to be completed,
including when you expect to complete those actions.
b. Describe the nature and extent of the "discussions concerning
the
sale of CPCA 2000," including whether any of these discussions
were
with third parties and more specific detail about the results of
those discussions.
c. Specifically describe the actions completed in 2005 and
specifically describe the actions you plan to complete in 2006.
You
should present a clear timeline.
d. Make more specific disclosure about the timing and extent of
the
Medicare reimbursement issue.  Clarify when reimbursement rates
were
reduced and explain the extent to which those rates are less than
those you anticipated when you received approval for your product.
e. Clarify whether reduced reimbursement rates have led you to
conclude that the product cannot be marketed profitably. That is,
clarify the extent of the "negative impact on projected
profitability."
f. Clarify whether you carry any assets related to the
counterpulsation technology in your balance sheet.  If so,
disclose
why those assets are not impaired.

In total, you should present a clear and comprehensive discussion
of
the status of this evaluation and the underlying plan of
operations
for this business.  Show us how you intend to apply this comment.

3. We note your response to comment 2 from our letter dated June
24,
2005 and the revised disclosures in your September 30, 2005 Form
10-
Q.  Please expand MD&A in future filings to disclose the expected
costs to develop and ready the MedClose product for market.
Additionally, please disclose whether you expect additional
financing
will be required, including when and how you expect to raise that
financing.  Since you are a development stage enterprise your plan
of
operations should present clear disclosure about the extent and
timing of the financing required to bring your product to market.
Show us how you intend to apply this comment.

4. As a related matter, in future filings please clarify the
status
of the Investigational Device Exemption.  Also, clarify whether
clinical trials began as anticipated, clarify the expected period
of
these trails and clarify when you expect to file the pre-market
approval application.  Your plan of operations should fully set-
forth
the steps, including anticipated cost and timing, necessary to
bring
your product to market.  Show us how you intend to apply this
comment.

5. We note your response to comment 3 from our letter dated June
24,
2005.  Please expand MD&A in future filings to make disclosure
about
the financial terms of the arrangement with BioMed Research,
including how you intend to fund any cash obligations.  Show us
how
you intend to apply this comment.

Note 2  Shareholders` Equity (deficit), page F-12

Stock Options, page F-14

6. We refer to your responses to comments 7 and 8 from our letter
dated June 24, 2005.  Future filings should present disclosure
about
non-cash exercises of stock options in line with your response to
prior comment 7.  As well, you should disclose how you determined
the
fair market value of the services received, including discussion
of
the objective evidence you considered in reaching your conclusion.

7. As a related matter, it would appear that determination of the
fair market of services rendered by your sole employee and key
consultant would be highly subjective.  Accordingly, if your stock
options permit payment of the exercise price with subjectively
valued
consideration it is not clear why variable plan accounting is not
required by GAAP.  In a detailed written response, provide an
analysis of the literature to support your position that fixed
plan
accounting is appropriate in your circumstances.

8. Describe to us any other circumstances where your stock options
may be exercised for other than cash.  Also describe any other
circumstances where you have allowed stock options to be exercised
for other than cash.

       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 amendment and responses
to
our comments.

	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.
December 21, 2005
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