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                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Rod A. Shipman, certify that:


1. I have reviewed this annual report on Form 10-K/A of CPC of America, Inc.;


2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this annual report;


4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and I have:


         (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this annual report is being prepared;


         (b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

         (c) evaluated the effectiveness of the company's disclosure controls
and procedures and presented in this reported my conclusions about the
effectiveness of the disclosure controls and procedures, as of the period
covered by this annual report based on such evaluation; and

         (d) disclosed in this report any change in the company's internal
control over financial reporting that occurred during the company's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the company's internal control over financial reporting; and


5. I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the company's auditors and the audit committee of
company's board of directors (or persons performing the equivalent function):

         (a) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the company's internal control
over financial reporting.




May 9, 2006                              /s/ Rod A. Shipman
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                                         Rod A. Shipman, Chief Financial Officer