U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K








x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year endedDecember 31, 2009




OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ______________ to ______________




Commission
file number 0-24053




CPC
of America, Inc.


(Name
of registrant as specified in its charter)





Nevada
            
            11-3320709(State
      or other jurisdiction ofincorporation
      or organization)
            
            (I.R.S.
      EmployerIdentification
      No.)5348
      Vegas Drive, #89
              Las
      Vegas, Nevada
            
            89108(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area code(702)
952-9650




Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class to
      be so registered
              
              Name
      of each exchange on which each
      class is to be registeredNone
              
              N/A
 Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $.0005
      par value(Title of
    class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company (as
defined in Rule 12b-2 of the Act).






Large
      accelerated filer o
            Accelerated filer
      oNon-accelerated
      filer o
            Smaller reporting
      company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the price at which
the common equity was last sold or the average bid and asked price of such
common equity, as of June 30, 2009 was approximately $22,243,464.





The
number of shares of the common stock outstanding as of April 13, 2010 was
9,537,051.





DOCUMENTS
INCORPORATED BY REFERENCE.  NONE











PART
I




ITEM
1.  BUSINESS.




Unless
otherwise indicated, all references to our company include our wholly-owned
subsidiaries, Med Enclosure, LLC, a Nevada limited liability company, and
CPCA2000, Inc., a Nevada corporation.




Overview




CPC of
America, Inc. was formed under the laws of the State of Nevada on April 11, 1996
to develop and acquire cardiology medical devices, therapeutic devices and
disposable products. To date, we have completed the development of an external
counterpulsation device for the treatment of coronary artery disease known as
the CPCA 2000. In March 2003, we received FDA clearance to market the CPCA 2000
counterpulsation unit as a Class III medical device. In addition, through our
wholly-owned subsidiary, Med Enclosure, LLC, we are engaged in the business of
developing a patented internal puncture closing device known as "MedClose." As
of the date of this report, we have not commenced revenue producing operations.
Our operations to date have predominately consisted of the design and
development of our MedClose device and our counterpulsation units, and the
raising of capital.




During
2003 and 2004, we pursued the potential sale of CPCA 2000, Inc., our subsidiary
that owns our counterpulsation technologies and products. Based on the analysis
and inquiries by our investment banker, along with our own internal inquiries
and analysis, we concluded that there was not sufficient interest in the
acquisition of CPCA 2000, Inc. or our counterpulsation technologies due to
declines in the amount of reimbursable patient costs for counterpulsation
treatments under the Medicare program. Between 2002 and 2005, the amount of
reimbursable patient costs for counterpulsation treatments under Medicare
declined by approximately 30%. The decline in coverage has had a material
negative impact on projected profitability of operations based on our
counterpulsation technologies and products.




At the
present time, we have no intention of commencing operations based on our
counterpulsation technologies, and we are no longer pursuing the potential sale
of CPCA 2000, Inc. While we believe that our counterpulsation technologies
continue to retain value, we do not believe we will be able to negotiate a sale
of CPCA 2000, Inc. or its counterpulsation technologies that will result in a
meaningful return to us or our shareholders until such time as the reimbursable
patient costs for counterpulsation treatments under the Medicare program are
significantly increased. We have historically charged to expense all research
and development costs and expenses associated with our counterpulsation
technologies. As of December 31, 2009, we had no assets on our consolidated
balance sheet relating to our counterpulsation products or technologies, other
than trademarks of less than $700.




Our
executive offices are located at 5348 Vegas Drive, #89, Las Vegas, Nevada 89108
and our telephone number is (702) 952-9650.




General




CPC of
America is engaged in the business of developing and acquiring cardiology
therapeutic and disposable devices and products as well as the manufacture and
distribution of these devices and products. We are currently engaged in the
development of the MedClose internal puncture closure device. MedClose utilizes
any approved biological or synthetic sealants to close puncture wounds following
surgical procedures utilizing arterial puncture access.




MedClose
is in the development stage and has not been approved for sale in the United
States or any foreign jurisdiction. We expect to commence revenue producing
operations subject to US or foreign regulatory approval of the MedClose
device.  As of the date of this report, we believe that we are likely
to receive foreign regulatory approval of the MedClose device sooner than US
approval, and we intend to focus our development efforts on the approval of the
MedClose device in the European Union.  We intend to submit an
application for a CE mark for the MedClose product, as a delivery system
consisting of the MedClose device coupled with our proprietary
sealant.  CE mark approval is the principal requirement for commercial
sale of the MedClose device in the European Union.  The filing of our
application for a CE mark and the regulatory approval of the MedClose in the
European Union is subject to our receipt of additional capital.  Until
we receive additional capital, we cannot continue progress on the CE mark
application.




-1-




We also
intend to continue our development of a proprietary synthetic sealant suitable
for use in connection with the MedClose device.  In March 2009, we
entered into a product development agreement with Dr. Olex Hnojewyj, a holder of
13 patents in the field of vascular closure and other medical devices, pursuant
to which Dr. Hnojewyj had been retained by us to develop a synthetic sealant on
our behalf suitable for utilization with the MedClose device.  We have
developed a synthetic compound, and in May 2009, we filed our first patent for a
synthetic sealant for specific application for the MedClose
device.  We conducted animal testing of the sealant during April 2009
and have successfully completed animal testing to date, subject only to the
completion of Good Laboratory Practices (GLP) animal testing and animal
biocompatibility testing.  However, our pursuit of the GLP and
biocompatibility testing is subject to our receipt of additional
capital.




Currently
our focus is to acquire the necessary working capital from the issuance of debt
instruments or the sale of our securities.  However, there can be no
assurance we will be able to obtain the required additional working capital on
commercially reasonable terms or at all.




Internal
Puncture Closure Device: "Medclose"




The
MedClose is a vascular closure system medical device that is designed to seal
arterial puncture sites in patients who have undergone diagnostic or
interventional surgical procedures utilizing access via an arterial puncture
site. The MedClose consists of a catheter system that is our proprietary product
and utilizes any approved biologic or synthetic sealants. The MedClose is
designed to enhance manual compression by delivering the biological or synthetic
sealant through our proprietary catheter delivery system, resulting in an
elastic coagulum that is fully absorbed into the body within 10 to 14 days. The
MedClose is designed to significantly reduce the time to hemostasis (the
stoppage of bleeding), thereby accelerating the patient's post-operative
recovery and reducing the amount of time spent by post-operative professionals.
The MedClose applications and usage capabilities are intended for angiographic
and interventional procedures, six to nine french in size, in the coronary,
peripheral, cerebral and carotid applications, including cardiac diagnostic and
interventional cardiology procedures as well as interventional radiology and
carotid stenting procedures. We hold three patents for both the instrument and
the technique used in connection with MedClose, and have two additional patents
pending.




We
believe that the MedClose device offers a superior alternative to manual
compression technique, which is used in approximately 60% of both US and world
procedures for both cardiac diagnostic and interventional procedures. We believe
that a major advantage of MedClose is that it requires no sutures and leaves no
foreign matter or residue in the artery, thereby reducing the risk of an
embolism resulting from residual material left in the artery. In addition, we
believe that MedClose will significantly reduce the recovery time of patients
following catheterization procedures. Physicians traditionally have used sutures
and manual compression and other commercial closure devices to close puncture
wounds following catheterization procedures. Using sutures requires direct
pressure to be applied to the wound for up to 45 minutes (typically applied by a
nurse or orderly) and a recovery time of up to 12 hours, during which the
patient remains still to avoid hemorrhaging. MedClose, by contrast, eliminates
the need for direct pressure to be applied to the wound and reduces the recovery
time following the procedure to less than two hours. As a result, MedClose
reduces the need for patients to remain completely immobile following the
catheterization procedure and limits the recovery time and discomfort associated
with the catheterization procedures.  In addition, unlike other
closure devices which generally do not allow for re-entry of a closed puncture
wound, the MedClose device allows for safe and effective re-entry of the closed
puncture wound within a short timeframe.




The
MedClose is not presently available for general human use. Extensive animal
studies of the MedClose device were successfully completed in 2002 through 2004
and provided to the FDA.  We conducted limited human clinical trials,
involving 16 enrolled subjects, of the MedClose device in the United States from
August to October 2006, and we expect to resume human clinical trials in the
United States subject to the FDA’s approval of our pending investigational
device exemption, of which there can be no assurance.  In the fourth
quarter of 2006, we commenced human clinical investigations in Canada, with the
knowledge and concurrence of the Canadian regulatory authorities. We conducted
human clinical trials, involving 44 enrolled subjects, of the MedClose device in
Canada from October 2006 to August 2007. Based on the experiences and input of
the clinical investigators, we voluntarily suspended human clinical trials in
Canada in August 2007 due to changes in the third party vendor’s sealant formula
which was disclosed in a May 2009 FDA warning letter to that third
party.




-2-




On
November 30, 2007, we submitted to the FDA an investigational device exemption,
or IDE, application to clinically investigate the MedClose device in the U.S.
Absent an effective exemption from the IDE regulations or a finding that the
device is a non-significant, low risk device, compliance with the FDA’s IDE
regulations is required before a medical device product can proceed to the last
phase of the FDA regulatory process, human testing of the device.  In
December 2007, the FDA responded to our IDE application with a disapproval
letter. We have since filed three IDE supplements to address deficiencies cited
by the FDA and the third of these was submitted on September 5,
2008.  In October 2008, the FDA responded to our September 2008 IDE
supplement with a disapproval letter citing two remaining deficiencies, both of
which related to the third party biological sealant we originally used in the
application of the MedClose device.  Upon receipt of sufficient
capital resources we will commence with completing the necessary requirements to
amend the IDE with substituting our proprietary synthetic sealant for the
original biologic sealant obtained from the vender.  With that
substitution, we anticipate a transfer back to CDRH from CBER since synthetic
sealants are determined to be medical devices and not biological like the fibrin
sealant.




Upon
receipt of additional capital, we expect to commence clinical trial testing of
the MedClose device utilizing the synthetic sealant formula in multiple European
locations.




Between
November 2001 and February 2008, we relied upon BioMed Research, Inc., an
unaffiliated medical project management firm located in Tampa, Florida, as our
contract product development and regulatory compliance managers for the MedClose
device.  Beginning in February 2008, we outsourced the activities of
BioMed Research to separate independent contractors who now provide to us
contract research, development, engineering, manufacturing, regulatory
compliance and project management with regard to the MedClose.




We intend
to analyze our options for moving forward with the commercial exploitation of
the MedClose, including licensing or sale of the product and our manufacturing,
marketing and sale of the product directly. If we pursue the manufacturing or
marketing of the MedClose product, we will, in all likelihood require
significant additional capital. In that event we will endeavor to acquire the
necessary working capital from the sale of our securities. However, there can be
no assurance we will be able to obtain the required additional working capital
on commercially reasonable terms or at all.




We expect
to commence revenue producing operations subject to our receipt of US and/or
foreign regulatory approvals of MedClose.  As of the date of this
report, we believe that we are likely to receive foreign regulatory approval of
the MedClose device sooner than US approval, and we are currently focusing our
development efforts on the approval of the MedClose device in the European
Union.  The filing of our application for a CE mark and the regulatory
approval of the MedClose in the European Union is subject to our receipt of
additional capital.  Until we receive additional capital, we cannot
continue progress on the CE mark application.




Marketing
and Distribution




Subject
to regulatory approval of the MedClose device, we intend to market the MedClose,
primarily to hospitals and their procedure performing physicians through
country, region and international distribution agreements. We have no
distribution agreements currently in place.




We intend
to offer our products to potential customers through a marketing campaign
consisting of medical meetings, tradeshows, symposiums, key researchers and
users of the technology, public relations, media relations and personal selling
efforts by our distributors. We intend to generate publicity for MedClose
through press conferences, television forums, demonstrations and press releases
to trade and professional publications which will be designed to raise awareness
of MedClose and its puncture internal closure device among both industry leaders
and the general public.




-3-




Government
Regulation and Supervision




United
States




Clinical
testing, manufacturing and distribution of the MedClose are subject to
regulation by numerous governmental authorities, principally the Food and Drug
Administration (FDA), and corresponding state and foreign regulatory agencies.
Pursuant to the Federal Food, Drug, and Cosmetic Act, and the regulations
promulgated thereunder, the FDA regulates activities relating to the clinical
testing, manufacturing, labeling, distribution and promotion of medical devices.
Under the Medical Device Amendments of 1976, the FDA has the authority and
responsibility to classify medical devices into one of three classes (i.e.,
Class I, II, or III), on the basis of the regulatory controls necessary to
provide reasonable assurance of device safety and effectiveness. Class I devices
are subject to compliance with "general controls," including for example,
labeling, possible premarket notification, adherence to good manufacturing
practices and certain record keeping and reporting requirements. Class II
devices are subject to compliance with Class I "general controls" as well as
special controls and/or performance standards established by the FDA. Class III
devices are subject to compliance with Class I "general controls" and possible
special controls/performance standards as well as premarket approval by the FDA
to provide reasonable assurance of safety and effectiveness. Class III devices
generally include life-sustaining, life-supporting and/or implantable devices,
new devices, or devices which have been found to be substantially equivalent to
Class III in commercial distribution for which the FDA has not yet required
premarket approval. The MedClose presently is considered by the FDA to be
subject to premarket approval as a Class III device.




Before a
Class III medical device can be introduced into the market for commercial
distribution, the manufacturer generally must obtain FDA clearance through
either a 510(k) premarket notification or through a premarket approval
application. Although Class III devices normally require FDA approval through
the premarket approval process, we believe that it may be possible to receive
FDA clearance pursuant to a 510(k) notification for MedClose as well. Because
puncture closure devices are already on the market, newer versions, similar to
the MedClose, have been permitted to be marketed pursuant to the 510(k)
notification procedure. However, there is no assurance that we will be eligible
to utilize the 510(k) notification process in the future or that the FDA will
not in the future require us to submit a premarket approval application, which
would be a more costly, lengthy and uncertain approval process.




Generally,
the 510(k) notification clearance order is expected to be granted within 90 days
from the date of submission, but it can take from 12 to 36 months or longer from
submission of the 510(k) notification to obtain the clearance order. The FDA may
determine that a proposed device is not substantially equivalent to a legally
marketed device or that additional data is needed before a substantial
equivalence determination can be made. A determination that a device is not
substantially equivalent to a device already on the market, or a request for
additional data, could delay the market introduction of our products and could
have a material adverse effect on our business, financial condition and results
of operations. For any of our devices that are cleared through the 510(k)
notification process, modifications or enhancements that could significantly
affect the safety or effectiveness of the device or that constitute a major
change to the intended use of the device will require a new 510(k) notification.
There can be no assurance that we will obtain a clearance order within the above
time frames, if at all, for MedClose or any other device for which we may file a
510(k) notification.




Further,
once FDA clearance or approval is obtained, our devices will be subject to
pervasive and continuing regulation by the FDA, including various record keeping
requirements and the requirement to report to the FDA certain experiences with
the use of the device. We are also subject to inspection on a routine basis for
compliance with the FDA's good manufacturing practice regulations. These
regulations impose explicit procedural and documentation requirements upon us
and the companies which we contract to manufacture our devices.




International




The
European Union has adopted rules which require that medical products receive the
right to affix the CE mark, an international symbol of adherence to quality
assurance standards and compliance with applicable European medical device
directives. As part of the CE mark compliance, manufacturers are required to
comply with the European quality systems standards. We have commenced the
process for applying for the CE mark approval for our MedClose device and
certification of our quality system.  The filing of our application
for a CE mark and the regulatory approval of the MedClose in the European Union
is subject to our receipt of additional capital.  Until we receive
additional capital, we cannot continue progress on the CE mark
application.




-4-




International
sales of our MedClose device will be subject to the regulatory requirements of
each country in which we sell. These requirements vary from country to country
but generally are less stringent than those in the United States. We have not
obtained regulatory approval to sell our MedClose device in any foreign
jurisdiction.




Competition




We have
several competitors that manufacture and market puncture closure devices,
including St. Jude Medical, Johnson & Johnson, Abbot Laboratories, Vascular
Solutions and Access Controls, and there are several other companies that market
competing products that are in the nature of wound devices.  St. Jude,
Johnson & Johnson, Abbott Laboratories, Vascular Solutions and Access
Control, each market a FDA approved combination vascular closure system.
Vascular Solutions’ product uses a biologic sealant that is made from human
plasma. Access Controls’ closure system utilizes a synthetic sealant technology.
Our competitors’ combination vascular closure systems are limited to vascular
closure devices for femoral artery punctures, whereas the MedClose is designed
for a wide array of vascular closures applications. In addition, each of our
competitors’ products is limited to their proprietary sealants whereas the
MedClose device is designed as a delivery system that can utilize any approved
biological or synthetic sealant.




Although
a human clinical trial investigation of the MedClose device has not been
completed, based on an interim analysis of 60 trials on enrolled subjects who
have undergone treatment using the MedClose device, we believe our device has
competitive advantages over our competitors’ products because our product is
superior in delivery of arterial site closures on the basis of safety,
variability, shortened time in conducting repuncture post procedures and cost
effectiveness. However, all of our competitors have greater marketing and
financial resources than we do and, accordingly, there can be no assurance that
we will be able to compete effectively, if at all.




Patents
and Trademarks




We hold
three patents from the U.S. Patent and Trademark Office for the MedClose device
and procedure and we have filed two additional patents pending. We also have two
registered trademarks in the United States and registrations in Argentina,
India, Madrid Protocol, Mexico, New Zealand, Pakistan, Taiwan, and pending
applications in Brazil, Canada, and Venezuela for the name
MedClose.  In May 2009, we submitted a patent application for our
proprietary synthetic sealant.  In September 2002, we received three
patents from the U.S. Patent and Trademark Office on our CPCA 2000
counterpulsation unit. At present, we have submitted domestic and international
applications to patent the CPCA 2000 and our counterpulsation technology and
have been granted patents in Ireland and the United Kingdom and have received a
trademark on the name "CPCA 2000” and its logo in the United
States.




Our
ability to compete successfully depends, in part, on our ability to protect the
proprietary technology contained in our products. We rely upon a combination of
patent, trade secret and trademark laws, together with non-disclosure
agreements, to establish and protect proprietary rights in our proprietary
devices and technologies, as well as our trade names and other similar property.
We also enter into confidentiality agreements with our employees, manufacturers,
consultants and suppliers, and limit access to and distribution of our
proprietary information. However, these measures only afford us limited
protection, as there can be no assurance that any steps taken by us to protect
these proprietary rights will be adequate to prevent misappropriation of our
technology or the independent development by others of similar technology. In
addition, although we believe that there currently are no infringement claims
against us and no grounds for the assertion of such claims, the cost of
responding to any claim could be significant.




Research
and Development




Since
inception through December 31, 2009, our research and development expenses have
amounted to approximately $23,362,461, including $1,736,427 and $1,986,790 spent
on research and development in 2009 and 2008, respectively. At present, none of
these research and development expenses have been borne by customers, as we have
not begun to market or sell our products and services.




-5-




Employees




As of the
date of this report, we employ two persons consisting of our chief executive
officer, who is considered a full-time employee, and chief financial officer. We
contract with various consultants and professionals to provide services to us
including engineering, software, testing, regulatory, quality control, quality
certifications, commercial applications/approvals, product development, medical
and clinical affairs, clinical trials, clinical research, data management, data
analysis, and statistical analysis  on a project by project
basis.




Financial
Information About Geographic Area




During
the last three fiscal years, all of our assets and rights have been located in
the United States.




Available
Information




Our
Internet address is http://www.cpcmeddevices.com. The information on or
accessible through our website is not part of this report. We make available,
free of charge, through our Internet website our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act, as amended, as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the SEC. These
documents are also publicly available free of charge at the SEC’s website at
www.sec.gov.




ITEM
1A.  RISK FACTORS.




We make
written and oral statements from time to time regarding our business and
prospects, such as projections of future performance, statements of management's
plans and objectives, forecasts of market trends, and other matters that are
forward-looking statements. Statements containing the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimates," "projects," "believes," "expects," "anticipates," "intends,"
"target," "goal," "plans," "objective," "should" or similar expressions identify
forward-looking statements, which may appear in documents, reports, filings with
the SEC, news releases, written or oral presentations made by officers or other
representatives made by us to analysts, stockholders, investors, news
organizations and others.




Our
future results, including results related to forward-looking statements, involve
a number of risks and uncertainties. No assurance can be given that the results
reflected in any forward-looking statements will be achieved. Any
forward-looking statement made by or on behalf of us speaks only as of the date
on which such statement is made. Our forward-looking statements are based upon
assumptions that are sometimes based upon estimates, data, communications and
other information from suppliers, government agencies and other sources that may
be subject to revision. Except as required by law, we do not undertake any
obligation to update or keep current either (i) any forward-looking statement to
reflect events or circumstances arising after the date of such statement, or
(ii) the important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by
us, or which are reflected from time to time in any forward-looking statement
which may be made by or on behalf of us.




In
addition to other matters identified or described by us from time to time in
filings with the SEC, there are several important factors that could cause our
future results to differ materially from historical results or trends, results
anticipated or planned by us, or results that are reflected from time to time in
any forward-looking statement that may be made by or on behalf of us. Some of
these important factors, but not necessarily all important factors, include the
following:




We have not commenced revenue
producing operations and, as a result, there is a limited amount of information
about us on which to make an investment decision. We were incorporated in
1996 and to date have not generated any revenues from operations. To date, our
activities have included the market analysis and development of our
counterpulsation units and MedClose device, and the raising of development and
working capital. As a result of the absence of any operating history or
revenues, there is a limited amount of information about us on which to make an
investment decision. There can be no assurance that we will achieve a
significant level of operations and, if so, that such operations can be
conducted on a profitable basis.




-6-




We will require additional capital in
the future in order to further develop or market our products, but we do not
have any commitments to obtain such capital and we cannot assure you that we
will be able to obtain adequate capital as and when required. As of
December 31, 2009, we had a working capital deficit of ($3,910,063), which
includes accrued dividends of $3,326,077 payable on our outstanding shares of
Series C, Series D and Series E preferred stock as of such date. In
September 2007, we commenced a private placement of our Series E Preferred
Stock, and since December 31, 2007, we have sold 566,203 shares of Series E
Preferred shares for the gross proceeds of $3,397,219. We believe that we will
require a minimum of $3 million of additional  working capital in
order to fund our proposed operations over the 12 months following the date of
this report, assuming we do not receive requests for a substantial amount of
dividend payments in cash. In the event we receive substantial requests for
dividend payments in cash or we encounter a material amount of unexpected
expenses, we may require in excess of $3 million additional capital over the
next 12 months.  We will seek to obtain additional working capital
through the sale of our securities or the issuance of debt instruments. However,
we have no agreements or understandings with any third parties at this time for
our receipt of such working capital. Consequently, there can be no assurance we
will be able to access capital as and when needed or, if so, that the terms of
any available financing will be subject to commercially reasonable
terms.




The
report of our independent registered public accounting firm for the fiscal year
ended December 31, 2009 states that due to our working capital deficiency at
December 31, 2009 there is a substantial doubt about our ability to continue as
a going concern.




We have issued over time multiple
series of preferred stock, which as of December 31, 2009 have accrued dividends
in the aggregate amount of $3,326,077.Our board of directors
has the authority to issue up to 5,000,000 shares of preferred stock and to
determine the price, rights, preferences and privileges of those shares without
any further vote or action by our stockholders.  As of December 31,
2009, we had issued five series of preferred shares (Series A through E), of
which all of the Series A and Series B shares had been converted into common
shares as of such date and 271,721 shares of Series C Preferred Stock, 594,227
of Series D Preferred Stock and 590,537 of Series E Preferred Stock were issued
and outstanding as of such date.




As of
December 31, 2009, our outstanding shares of preferred stock had accrued
dividends of $3,326,077. Our Series C and Series D preferred stock both have a
5% annual dividend payable in cash or shares of our common stock, at the option
of the holder. Our Series E preferred stock has a 10% annual dividend payable in
cash or shares of our common stock, at the option of our company. Dividends on
our outstanding shares of preferred stock are only payable at the time those
shares are converted into shares of our common stock. To date, all dividends to
the  holders of our Series C and D preferred shares have been paid in
common shares.  However, there can be no assurance that our Series C
and D preferred share holders will continue to elect to receive dividends in
common shares instead of cash. As of December 31, 2009, we had cash and cash
equivalents of $5,583 and a working capital deficit of
($3,910,063).  In the event the holders of a significant number of our
Series C and D preferred shares convert their preferred shares and in doing so
elect to take their dividends in cash, our working capital will be materially
adversely affected.




We may not be able to compete
effectively or competitive pressures faced by us may materially adversely affect
our business, financial condition, and results of operations. We expect
to face significant competition in connection with the marketing of our MedClose
puncture closing device. We have had several competitors that manufacture and
market puncture closure devices, such as St Jude Medical, Johnson & Johnson,
Abbott Laboratories, Vascular Solutions, Inc. and Access Controls. All of our
competitors have greater marketing and financial resources than us and,
accordingly, there can be no assurance that we will be able to compete
effectively or that competitive pressures faced by us will not materially
adversely affect our business, financial condition, and results of
operations.




We have limited management and staff
and will be dependent for the foreseeable future upon consultants and partnering
arrangements. At the present time, we have two employees, including our
two executive officers. We have developed an operating strategy that is based on
our engagement of various consultants and professionals to provide services to
us including engineering, software, testing, regulatory, quality control,
quality certifications, commercial applications/approvals, product development,
medical and clinical affairs, clinical trials, clinical research, data
management, data analysis, and statistical analysis  on a project by
project basis.  Our dependence on third party consultants
and service providers creates a number of risks, including but not
limited to:




-7-




●
            the possibility that
      such third parties may not be available to us as and when needed;
      and●
            the
      risk that we may not be able to properly control the timing and quality of
      work conducted with respect to our
projects.




If we
experience significant delays in obtaining the services of such third parties or
poor performance by such parties, our results of operations and stock price will
be materially adversely affected.




We may not be able to protect our
proprietary rights and we may incur significant costs in attempting to do
so. Our success and ability to compete are dependent to a significant
degree on our proprietary technology. We rely on a combination of patent, trade
secret and trademark laws, as well as confidentiality and licensing agreements
to protect our proprietary rights. However, it may be possible for a third party
to copy or otherwise obtain and use our proprietary information without
authorization or to develop similar technology independently. In addition,
litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation, whether successful or unsuccessful, could result in
substantial costs and diversions of resources, either of which could have a
material adverse affect on our business, financial condition or operating
results.




The commercialization of our MedClose
device will require US and foreign regulatory approvals, of which there can be
no assurance. The development, testing and eventual sale of our MedClose
device are subject to extensive regulation by numerous state and federal
governmental authorities in the US, such as the FDA, as well as by certain
foreign countries, including some in the European Union. Currently, we are
required in the US and in foreign countries to obtain approval from those
countries' regulatory authorities before we can market and sell our MedClose
device in those countries. Obtaining regulatory approval is costly and may take
many years, and after it is obtained, it remains costly to maintain. The FDA and
foreign regulatory agencies have substantial discretion to terminate clinical
trials, require additional testing, delay or withhold registration and marketing
approval and mandate product withdrawals. In addition, later discovery of
unknown problems with our products or manufacturing processes could result in
restrictions on our products and manufacturing processes, including potential
withdrawal of the products from the market. If regulatory authorities determine
that we have violated regulations or if they restrict, suspend or revoke our
prior approvals, they could prohibit us from manufacturing or selling our
MedClose device until we comply, or indefinitely.




The success of our MedClose device
will depend upon strong relationships with physicians.  If we
fail to establish and maintain strong working relationships with physicians, we
may not be successful in developing and marketing our MedClose
device.  The research, development, marketing and sales of medical
products generally, including our MedClose vascular closure device, is dependent
upon our maintaining working relationships with physicians.  We rely
on these professionals to provide us with considerable knowledge and experience
regarding our products.  We will also depend on physicians to assist
us in marketing our products and gaining acceptance of our products in the
medical community, as researchers, marketing consultants, product consultants,
inventors and as public speakers. If we are unable to establish and maintain our
strong relationships with these professionals and continue to receive their
advice and input, the development and marketing of our products could suffer,
which could have a material adverse effect on our financial condition and
results of operations.




Our business and results of
operations may be seriously harmed by changes in third-party reimbursement
policies.  We could be seriously harmed by changes in
reimbursement policies of governmental or private healthcare payors,
particularly to the extent any changes affect reimbursement for catheterization
procedures in which our products are used. Failure by physicians, hospitals and
other users of our products to obtain sufficient reimbursement from healthcare
payors for procedures in which our products are used or adverse changes in
governmental and private third-party payors’ policies toward reimbursement for
such procedures would seriously harm our business.  In the United
States, healthcare providers, including hospitals and clinics that purchase
medical devices such as our products, generally rely on third-party payors,
principally federal Medicare, state Medicaid and private health insurance plans,
to reimburse all or part of the cost of catheterization procedures. Any changes
in this reimbursement system could seriously harm our business.  In
international markets, acceptance of our products is dependent in part upon the
availability of reimbursement within prevailing healthcare payment systems.
Reimbursement and healthcare payment systems in international markets vary
significantly by country. Our failure to receive international reimbursement
approvals could have a negative impact on market acceptance of our products in
the markets in which these approvals are sought.  The 2010 Healthcare
Reform Bill requires medical devices companies to pay approximately 2.3% of
sales of medical devices as an additional tax to fund the healthcare
deficiencies shortfall.




-8-




The market for our stock is limited
and may not provide investors with either liquidity or a market based valuation
of our common stock. Our common stock is quoted on the OTC Bulletin Board
market under the symbol "CPCF.OB". As of March 31, 2010, the last reported sale
price of our common stock as quoted by the OTCBB was $0.85 per share. However,
we consider our common stock to be "thinly traded" and any last reported sale
prices may not be a true market-based valuation of the common stock. Also, the
present volume of trading in our common stock may not provide investors
sufficient liquidity in the event they wish to sell their common shares. There
can be no assurance that an active market for our common stock will develop. In
addition, the stock market in general, and early stage public companies in
particular, have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of such
companies. If we are unable to develop a market for our common shares, you may
not be able to sell your common shares at prices you consider to be fair or at
times that are convenient for you, or at all.




We have issued over time multiple
series of preferred stock, each of which has rights senior to our common stock
including the right to be paid approximately $14.7 million of liquidation
preferences.Our board of directors
has the authority to issue up to 5,000,000 shares of preferred stock and to
determine the price, rights, preferences and privileges of those shares without
any further vote or action by our stockholders.  As of December 31,
2009, we had issued five series of preferred shares (Series A through E), of
which all of the Series A and Series B shares had been converted into common
shares as of such date and 271,721 shares of Series C Preferred Stock, 594,227
of Series D Preferred Stock and 590,537 of Series E Preferred Stock were issued
and outstanding as of such date. In the event of the liquidation, dissolution or
winding up of our corporation, each holder of our preferred shares shall be
paid, prior to any payments to the holders of our common stock, a liquidation
preference, plus all accrued and unpaid dividends.  The Series C,
Series D and Series E preferred shares are to be paid a liquidation preference
of $8.90 per share, $9.15 per share and $6.00 per share, respectively. The
aggregate amount of liquidation preferences, plus accrued dividends, as of
December 31, 2009 was $14,724,793. Any additional preferred stock issued by our
board of directors may contain similar liquidation preferences and other rights
and preferences adverse to the voting power and other rights of the holders of
common stock.




ITEM
1B. UNRESOLVED STAFF COMMENTS.




None.




ITEM
2. PROPERTIES.




Our
executive offices are located in Las Vegas, Nevada and through December 31, 2009
we also maintained warehouse space in Sarasota, Florida. Beginning January 1,
2010, the Florida space is no longer being utilized.  Both facilities
were leased by us on a month to month basis.




ITEM
3. LEGAL PROCEEDINGS.




We are
not currently involved in any material legal proceedings, and we are not aware
of any material legal proceedings pending or threatened against
us.  We are also not aware of any material legal proceedings involving
any of our directors, officers, or affiliates or any owner of record or
beneficially or more than 5% of any class of our voting securities.




-9-




PART
II




ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.




Market
Information




Our
common stock is quoted by the OTC Bulletin Board under the symbol "CPCF.OB" Set
forth below are high and low bid prices for our common stock for each quarter
during the two most recent fiscal years ended. We consider our common stock to
be thinly traded and that any reported bid or sale prices may not be a true
market-based valuation of the common stock.






Quarter
      Ended
            
            High
            
            
            LowMarch
      31, 2008
            
            $
            8.90
            
            
            $
            4.00June
      30, 2008
            
            $
            9.75
            
            
            $
            7.25September
      30, 2008
            
            $
            8.50
            
            
            $
            5.50December
      31, 2008
            
            $
            6.00
            
            
            $
            2.05March
      31, 2009
            
            $
            1.91
            
            
            $
            4.75June
      30, 2009
            
            $
            1.80
            
            
            $
            4.50September
      30, 2009
            
            $
            1.80
            
            
            $
            2.95December
      31, 2009
            
            $
            0.77
            
            
            $
            2.15





Holders




As of
April 2, 2010, there were 238 record holders of our common stock.




Dividends




We have
not paid any cash dividends on our common stock since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of our business. Pursuant
to our certificates of designations, holders of shares of our Series C preferred
stock and Series D preferred stock are entitled to dividends at a rate of
5% per annum, payable at the option of the holders, in either cash or shares of
common stock. In addition, the holders of our Series E preferred stock are
entitled to dividends at the rate of 10% per annum, payable at our option, in
cash or common stock. Dividends on preferred stock are only payable at the time
the preferred shares are converted into shares of common stock. During 2009, we
paid no cash dividends on the shares of our preferred stock.




-10-




Securities
Authorized for Issuance Under Equity Compensation Plans




The
following table sets forth certain information as of December 31, 2009
concerning our equity compensation plans:




Plan
      Category
            
            Number
      of Common
              Shares
      to Be Issued
              Upon
      Exercise of
              Outstanding
      Options
            
            Weighted-Average
              Exercise
      Price of
              Outstanding
      Options
            
            Number
      of Common
              Shares
      Remaining
              Available
      for IssuanceEquity
      compensation plans approved by shareholders
            
            200,000
            
            $4.75
            
            2,560,534Equity
      compensation plans not approved by shareholders (1)
            
            1,653,907
            
            $7.90
            
            N/A





(1)
Represents shares of 1,553,907 common stock issuable to CTM Group, Inc. and
100,000 common stock issuable to Rod A. Shipman pursuant to option agreements
entered into in April 2008. The options vest immediately and expire on or before
April 24, 2013. If exercised, these shares represent $13,065,865 in capital to
the Company.








Sales
of Unregistered Securities




During
the fiscal year ended December 31, 2009, we sold 19,500 shares of Series E
Preferred Stock to 2 accredited investors for the gross proceeds of $117,000. In
addition, we issued 10,000 shares of Series E Preferred Stock to our chief
financial officer in lieu of $60,000 of salary, and 9,334 to our directors in
lieu of $56,000 in director compensation. The offer and sale of our Series E
Preferred Stock is being made pursuant to an exemption under Section 4(2) of the
Securities Act of 1933, as amended (“1933 Act”) and Rule 506
thereunder.  All sales are being made to “accredited investors, as
defined under Rule 501(a) under the 1933 Act.  The Series E preferred
shares are being sold by our executive officers and there is no underwriter
involved in the issuance.  The shares of Series E Preferred Stock have
not been, and will not be, registered under the 1933 Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements.




In
addition, during the fiscal year ended December 31, 2009, we issued 109,048
shares of common stock upon the conversion of 16,854 shares of our Series C
Preferred Stock, 30,056 shares of our Series D Preferred Stock and related
accrued dividends, by the holders of such preferred shares.  We also
issued 111,905 shares of common stock for services valued at
$289,000.  The shares of common stock issued upon the conversion of
our Series C and D Preferred Stock and for services were issued pursuant to an
exemption under Section 4(2) of the 1933 Act and Rule 506
thereunder.




We also
issued 29,404 shares of common stock upon the exercise of a like number of
options.  The options were exercised in exchange for $216,559 in
consulting services and $15,732 in rent.




-11-




ITEM
6. SELECTED FINANCIAL DATA.




Not
applicable





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.




General




To date,
our activities have included the market analysis and development of our MedClose
device and counterpulsation units and the raising of development and working
capital. We have developed and prepared for market our counterpulsation units,
including a stand-alone unit known as the CPCA 2000. In March 2003, we received
FDA clearance to market the CPCA 2000 counterpulsation unit as a Class III
medical device. We are also engaged in the business of developing a patented
internal puncture closure device  known as "MedClose". We have not
commenced revenue producing operations.




During
2003 and 2004, we pursued the potential sale of CPCA 2000, Inc., our subsidiary
that owns our counterpulsation technologies and products. Based on the analysis
and inquiries by our investment banker, along with our own internal inquiries
and analysis, we are of the opinion that there is not sufficient interest in the
acquisition of CPCA 2000, Inc. or our counterpulsation technologies at this time
due to declines in the amount of reimbursable patient costs for counterpulsation
treatments under the Medicare program. Between 2002 and 2005, the amount of
reimbursable patient costs for counterpulsation treatments under Medicare
declined by approximately 30%. The decline in coverage has had a material
negative impact on projected profitability of operations based on our
counterpulsation technologies and products.




At the
present time, we have no intention of commencing operations based on our
counterpulsation technologies, and we are no longer pursuing the potential sale
of CPCA 2000, Inc. While we believe that our counterpulsation technologies
continue to retain value, we do not believe we will be able to negotiate a sale
of CPCA 2000, Inc. or its counterpulsation technologies that will result in a
meaningful return to us or our shareholders until such time as the reimbursable
patient costs for counterpulsation treatments under the Medicare program are
significantly increased. We have historically charged to expense all research
and development costs and expenses associated with our counterpulsation
technologies. As of December 31, 2009, we had no assets on our consolidated
balance sheet relating to our counterpulsation products or technologies, other
than trademarks of less than $700.




The
MedClose is a medical device that is designed to seal arterial puncture sites in
patients who have undergone diagnostic or interventional catheterization
procedures. It utilizes a proprietary catheter system that is designed to
enhance manual compression by delivering a biologic or synthetic sealant which
forms an elastic coagulum that is fully resorbed within 10 to 14 days. The
MedClose is designed to significantly reduce the time to hemostasis (the
stoppage of bleeding), thereby accelerating the patient's post-operative
recovery and reducing the amount of time spent by post-operative professionals.
The MedClose applications and usage capabilities are intended for cardiac
diagnostic and interventional cardiology procedures as well as interventional
radiological and proposed carotid stenting procedures. As of the date of this
report, MedClose is not available for commercial distribution. We hold three
patents for both the instrument and the technique used in connection with
MedClose, and two additional patents pending.




We intend
to analyze our options for moving forward with the commercial exploitation of
the MedClose, including licensing or sale of the product and our manufacture,
marketing and sale of the product directly. If we pursue the manufacture or
marketing of the MedClose product, we will, in all likelihood require
significant additional capital. In that event we will endeavor to acquire the
necessary working capital from the sale of our securities. However, there can be
no assurance we will be able to obtain the required additional working capital
on commercially reasonable terms or at all.




We expect
to commence revenue producing operations subject to US and/or foreign regulatory
approval of the MedClose device.  As of the date of this report, we
believe that we are likely to receive foreign regulatory approval of the
MedClose device sooner than US approval and we intend to focus our development
efforts on the approval of the MedClose device in the European
Union.  We intend to submit an application for a CE mark for the
MedClose product, as a delivery system consisting of the MedClose device coupled
with our proprietary sealant.  CE mark approval is the principal
requirement for commercial sale of the MedClose device in the European
Union.  The filing of our application for a CE mark and the regulatory
approval of the MedClose in the European Union is subject to our receipt of
additional capital.  Until we receive additional capital, however, we
cannot continue progress on the CE mark application.




-12-




We also
intend to continue our development of a proprietary synthetic sealant suitable
for use in connection with the MedClose device.  In March 2009, we
entered into a product development with Dr. Olex Hnojewyj, a holder of 13
patents in the field of vascular closure and other medical devices, pursuant to
which Dr. Hnojewyj had been retained by us to develop a synthetic sealant on our
behalf suitable for utilization with the MedClose device.  We have
developed a synthetic compound, and in May 2009, we filed our first patent for a
synthetic sealant for specific application for the MedClose
device.  We conducted animal testing of the sealant during April 2009
and have successfully completed animal testing to date, subject only to the
completion of Good Laboratory Practices (GLP) animal testing and animal
biocompatibility testing.  However, our pursuit of the GLP and
biocompatibility testing is subject to our receipt of additional
capital.




Upon
receipt of additional capital, we expect to commence clinical trial testing of
the MedClose device utilizing the synthetic sealant formula in multiple European
locations.  Upon successful completion of the European clinical trials
utilizing our proprietary synthetic sealant, we intend to respond to the FDA’s
outstanding comments on our pending application for an investigational device
exemption for the MedClose.  We also intend to pursue an ISO 13485
certification of our records and procedures relating to our development and the
proposed manufacturing of our MedClose device and proprietary
sealant.




We do not
expect to purchase or sell significant plant or equipment during 2010, nor do we
expect a significant change in the number of our employees during the
year.




In order
to meet our general working capital requirements and to fund the commercial
exploitation of the MedClose, in September 2007, we commenced a private
placement of our Series E Preferred Stock. We are offering 1,666,667 shares of
our Series E Preferred Stock, at $6.00 per share. As of April 2, 2010, we
have sold 566,203 shares of Series E Preferred shares for the gross proceeds of
$3,397,220 and issued an additional 17,500 shares in lieu of $105,000 of salary
to our chief financial officer and 9,334 shares in lieu of $56,000 in director
compensation. The Series E Preferred stock has no voting rights and has a 10%
annual dividend payable in cash or common stock at our option. Each Series E
Preferred share was convertible into our common shares at a conversion price of
$6.00 per share until August 31, 2008, when the conversion price was adjusted to
the lower of 75% of the average last sale price of the common stock for the 30
trading days immediately preceding such date on any stock exchange or $4.50 per
share; provided that the conversion price could not be adjusted to an amount
below $3.92 per share. At August 31, 2008, the conversion price was deemed to be
$4.50 per share.  Subsequently, our board of directors approved an
amendment to the Series E Preferred Stock to set the conversion price at
$3.92 per share, and in June 2009 our board approved a further amendment to
reduce the conversion price to $2.75 per share.The shares of
Series E Preferred Stock have not been, and will not be, registered under the
1933 Act and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. The Series E
preferred shares are being sold by our executive officers and the proceeds of
the offering are expected to be used for clinical trials, regulatory compliance,
manufacturing and marketing relating to the MedClose device, and working
capital.




Results
of Operations




Revenue.  We
have generated no revenue to date and do not expect to generate revenue until we
have received commercial regulatory approval of our MedClose device in various
countries and markets.




Research and
Development.During the 2009 fiscal year, we incurred $1,736,427 of
research and development expenses compared to $1,986,790 during fiscal 2008.
Research and development expenses relate to our ongoing development and testing
of our internal puncture closure device and technique known as "MedClose." Our
research and development costs were lower in 2009 than in 2008 due to capital
constraints.  Overall, we continued work on obtaining regulatory
approval in Europe with the use of proceeds from the Series E Preferred share
offering described above. Engineering and development costs increased by
$128,338 in 2009, offset by a decrease in consulting fees of approximately
$378,701 as a result of the expiration of our consulting agreement with CTM
Group in April 2009.  Subject to our receipt of additional capital, we
expect our research and development costs to increase as we get further into
human trials and proceed towards the submission of applications for CE
Mark/European commercial approval and eventually a FDA pre-market approval
thereafter.




-13-




General and
Administrative.During fiscal 2009, we incurred $1,153,300 of general and
administrative expenses, compared to administrative expenses of $9,168,935 in
fiscal 2008, a decrease of $8,015,635. The decrease consisted primarily of a
decrease of $7,712,616 in stock option expenses since no options were granted in
2009, plus decreases of $254,295 in legal fees, $27,231 in accounting fees and
$36,903 in professional fees as we cut expenses to conserve cash and $94,676 as
a result of the expiration of our consulting agreement with CTM Group in April
2009.  These decreases were offset by increases of $60,000 in
officers’ salaries as a result of hiring a chief financial officer in July 2008,
and director compensation of $56,000.




Financial
Condition




As of
December 31, 2009, we had a working capital deficit of ($3,910,063), which
includes accrued dividends of $3,326,077 payable on our outstanding shares of
Series C, Series D and Series E preferred stock as of such date. Our Series C
and Series D preferred stock both have a 5% annual dividend payable in cash or
shares of our common stock, at the option of the holder. Those dividends are
convertible into our common shares at the rate of $3.57 per share in the case of
the Series C preferred stock and $6.86 per share in the case of the Series D
preferred stock. Our Series E preferred stock has a 10% annual dividend payable
in cash or shares of our common stock, at the option of our company. The
dividends on Series E preferred stock are convertible into our common shares at
the rate of $2.75 per share.  Dividends on our outstanding shares of
preferred stock are only payable at the time those shares are converted into
shares of our common stock. To date, all dividends to the holders of our Series
C and D preferred shares have been paid in common shares.  However,
there can be no assurance that our Series C and D preferred share holders will
continue to elect to receive dividends in common shares instead of
cash.




Commencing
in July 2009, we began to curtail product development and testing due to limited
working capital, and at December 31, 2009 these activities have ceased until we
obtain additional working capital.  We believe that we will require a
minimum of $3 million of additional working capital in order to fund our
proposed operations over the 12 months following the date of this report,
assuming we do not receive requests for a substantial amount of dividend
payments in cash. In the event we receive substantial requests for dividend
payments in cash or we encounter a material amount of unexpected expenses, we
may require in excess of $3 million additional capital over the next 12 months.
We will seek to obtain additional working capital through the sale of our
securities or issuance of debt instruments. However, we have no agreements or
understandings with any third parties at this time for our receipt of such
working capital. Consequently, there can be no assurance we will be able to
access to capital as and when needed or, if so, that the terms of any available
financing will be subject to commercially reasonable terms.  During
the year ended December 31, 2009, we borrowed $47,717 from an officer of the
Company to pay certain expenses.  At December 31, 2009 this loan was
unsecured.  In March 2010, this loan was converted to a 20%
convertible debenture with terms as described below.




In 2010
we have received $244,217 from convertible debt agreements.  These
loans are due two years from the date of issuance, bear interest at rates from
20 – 30% per annum and are convertible into shares of our common stock at a rate
equal to the closing price of our stock on the date of issuance.




The
report of our independent registered public accounting firm for the fiscal year
ended December 31, 2009 states that due to our working capital deficiency at
December 31, 2009 there is a substantial doubt about our ability to continue as
a going concern.




As noted
above, we are currently analyzing our options for moving forward with the
commercial exploitation of the MedClose, including licensing or sale of the
product and our manufacturing, marketing and sale of the product directly. If we
pursue the direct manufacturing and marketing of the MedClose product, we will
require significant additional capital in order to (i) complete clinical trials
and regulatory approvals in Europe, North America and other designated foreign
markets; (ii) commence manufacturing of the device; and (iii) commence marketing
and sales of the device, including the development of a internal infrastructure
necessary to support manufacturing and marketing.




-14-




We will
endeavor to raise additional funds through the sale of our Series E preferred
shares, convertible debt agreements and any other available financing sources in
order to meet our general working capital requirements and to fund the
commercial exploitation of the MedClose. However, there are no agreements or
understandings with any third parties at this time for our receipt of additional
working capital and there can be no assurance that such funds will be available
on commercially reasonable terms, if at all. If we are unable to access
additional capital on a timely basis, we will be unable to expand or continue
our development of the MedClose device and our operating results will be
adversely affected.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet financing arrangements.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:




Not
applicable




-15-




ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





INDEX TO
FINANCIAL STATEMENTS






Report
      of Independent Registered Public Accounting Firm
            F-1Consolidated
      Balance Sheets at December 31, 2009 and 2008
            F-2Consolidated
      Statements of Operations for the two years endedDecember
      31, 2009 and cumulative from inception (April 11, 1996) to December 31,
      2009
            F-3Consolidated
      Statements of Shareholders' Equity (Deficit) from inception (April 11,
      1996)to
      December 31, 2009
            F-4Consolidated
      Statements of Cash Flows for the two years ended December 31, 2009and
      cumulative from inception (April 11, 1996) to December 31,
      2009
            F-10Notes
      to Consolidated Financial Statements
            F-12




-16-





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








The Board
of Directors and Shareholders


CPC of
America, Inc.





We have
audited the accompanying consolidated balance sheets of CPC of America, Inc. and
subsidiaries (a development stage company) (the “Company”) as of December 31,
2009 and 2008, and the related consolidated statements of operations,
shareholders’ equity (deficit) and cash flows for each of the years in the two
year period ended December 31, 2009 and for the period from inception (April 11,
1996) to December 31, 2009.  The Company’s management is responsible
for these consolidated financial statements.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements,  assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, the Company had a net capital
deficiency at December 31, 2009, which raises substantial doubt about its
ability to continue as a going concern.  Management’s plans in regard
to these matters are also included in Note 1.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of  CPC of
America, Inc. as of December 31, 2009 and 2008, and the results of its
operations and cash flows for each of the years in the two year period ended
December 31, 2009 and for the period from inception (April 11, 1996) to December
31, 2009 in conformity with accounting principles generally accepted in the
United States of America.











/s/
CACCIAMATTA ACCOUNTANCY CORPORATION





Santa
Ana, California


April 15,
2010





F-1





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Consolidated Balance
Sheets


December
      31,2009
              
              
              2008ASSETSCurrent
      assetsCash
      and equivalents
              
              $
              5,583
              
              
              $
              1,480,506Prepaid
      expenses
              
              
              93,933
              
              
              
              112,416Total
      current assets
              
              
              99,516
              
              
              
              1,592,922Patents,
      net of accumulated amortization of $326,853 in 2009 and $281,333 in
      2008
              
              
              230,647
              
              
              
              276,167Trademark,
      net of accumulated amortization of $5,544 in 2009 and $5,128 in
      2008
              
              
              688
              
              
              
              1,104TOTAL
      ASSETS
              
              $
              330,851
              
              
              $
              1,870,193LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      liabilitiesLoan
      from officer
              
              $
              47,717
              
              
              $
              -Accounts
      payable
              
              
              343,977
              
              
              
              167,789Accrued
      payroll and related taxes
              
              
              291,808
              
              
              
              274,575Accrued
      dividends payable
              
              
              3,326,077
              
              
              
              2,715,584Total
      current liabilities
              
              
              4,009,579
              
              
              
              3,157,948Commitments
      and contingencies
              
              
              -
              
              
              
              -Shareholders'
      deficitConvertible
      preferred stock, 5,000,000 shares authorized, $.001 par
    value,Series
      C -  271,721  and 288,575 shares issued and
      outstandingat
      December 31, 2009 and 2008, respectively
              
              
              272
              
              
              
              288Series
      D -  594,227 and 624,283 shares issued and
      outstandingat
      December 31, 2009 and 2008, respectively
              
              
              594
              
              
              
              624Series
      E -  590,537 and 551,703 shares issued and
      outstandingat
      December 31, 2009 and 2008, respectively
              
              
              590
              
              
              
              552Common
      stock, 20,000,000 shares authorized, $.0005 par value,9,537,051
      and 9,286,694 shares issued and outstanding atDecember
      31, 2009 and 2008, respectively
              
              
              4,769
              
              
              
              4,643Additional
      paid-in capital - preferred
              
              
              16,622,353
              
              
              
              15,096,629Additional
      paid-in capital - common
              
              
              30,578,607
              
              
              
              29,144,025Deficit
      accumulated during the development stage
              
              
              (50,885,913
              )
              
              
              (45,534,516
              )Total
      shareholders' deficit
              
              
              (3,678,728
              )
              
              
              (1,287,755
              )TOTAL
      LIABILITIES & SHAREHOLDERS' DEFICIT
              
              $
              330,851
              
              
              $
              1,870,193
     F-2
  CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Consolidated Statements of
Operations








Cumulativefrom
      inception(April
      11, 1996)Year
      ended December 31,
            
            
            to
      December 31,2009
            
            
            2008
            
            
            2009Costs
      and expenses:Research
      and development - related party
            
            $
            173,247
            
            
            $
            551,948
            
            
            $
            10,016,111Research
      and development - other
            
            
            1,563,180
            
            
            
            1,434,842
            
            
            
            13,346,3501,736,427
            
            
            
            1,986,790
            
            
            
            23,362,461General
      and administrative - related party
            
            
            59,044
            
            
            
            152,269
            
            
            
            1,781,577General
      and administrative - other
            
            
            1,094,256
            
            
            
            9,016,666
            
            
            
            17,601,5991,153,300
            
            
            
            9,168,935
            
            
            
            19,383,176Operating
      loss
            
            
            (2,889,727
            )
            
            
            (11,155,725
            )
            
            
            (42,745,637
            )Other
      income (expense):Interest
      expense
            
            
            -
            
            
            
            -
            
            
            
            (8,954
            )Interest
      income
            
            
            2,496
            
            
            
            24,034
            
            
            
            332,588Increase
      in cash surrender value of insurance
            
            
            -
            
            
            
            -
            
            
            
            790,9102,496
            
            
            
            24,034
            
            
            
            1,114,544Net
      loss
            
            $
            (2,887,231
            )
            
            $
            (11,131,691
            )
            
            $
            (41,631,093
            )Loss
      per share calculation:Net
      loss
            
            $
            (2,887,231
            )
            
            $
            (11,131,691
            )Beneficial
      conversion feature
            
            
            (2,464,166
            )
            
            
            (2,459,959
            )Preferred
      dividend
            
            
            (746,449
            )
            
            
            (637,465
            )Numerator
            
            $
            (6,097,846
            )
            
            $
            (14,229,115
            )Basic
      and diluted weighted average numberof
      common shares outstanding - Denominator
            
            
            9,433,757
            
            
            
            9,244,602Basic
      and diluted net loss per share
            
            $
            (0.65
            )
            
            $
            (1.54
            )Maximum
      number of common shares (not included in denominator of diluted loss per
      share calculation due to their anti-dilutive
      nature) attributable to exercise/conversion of:Outstanding
      options
            
            
            1,853,907
            
            
            
            3,777,505Preferred
      stock
            
            
            2,758,435
            
            
            
            2,287,701










F-3





CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                
                Common
      Stock
                
                
                
                
                
                
                
                DeficitSeries
      C
                
                Series
      D
                
                Series
      E
                
                
                
                
                
                
                
                Additional
                
                Additional
                
                Accumulated
                
                TotalNumber
                
                
                
                Number
                
                
                
                Number
                
                
                
                Number
                
                
                
                Stock
                
                Paid-in
                
                Paid-in
                
                During
      the
                
                Shareholders'of
                  Shares
                
                Total
                
                of
                  Shares
                
                Total
                
                of
                  Shares
                
                Total
                
                of
                  Shares
                
                Total
                
                Option
                  Costs
                
                Capital-
                  Common
                
                Capital-
                  Preferred
                
                Development
                  Stage
                
                Equity
      (Deficit)Balance,
      December 31, 2007
                288,575
                
                $         288
                
                629,109
                
                $         629
                
                -
                
                $              -
                
                9,124,499
                
                $      4,562
                
                $              -
                
                $
      20,438,782
                
                $
      10,008,612
                
                $(31,942,866)
                
                $    (1,489,993)Exercise
      of options
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                154,150
                
                77
                
                -
                
                592,502
                
                -
                
                -
                
                592,579Conversion
      ofpreferred
      stock and accrued dividends into common shares
                -
                
                -
                
                (4,826)
                
                (5)
                
                -
                
                -
                
                8,045
                
                4
                
                -
                
                55,159
                
                (44,145)
                
                -
                
                11,013Valuation
      ofbeneficial
      conversion feature on Series E Preferred
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                2,459,959
                
                (2,459,959)
                
                -Issuance
      of preferred stock for cash
                -
                
                -
                
                -
                
                -
                
                551,703
                
                552
                
                -
                
                -
                
                -
                
                -
                
                3,309,668
                
                -
                
                3,310,220Preferred
      stock dividend
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                (637,465)
                
                
                
                (637,465)Stock
      option costs
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                7,712,616
                
                -
                
                -
                
                7,712,616Contribution
      of officer's salary
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                344,966
                
                -
                
                -
                
                344,966Net
      loss
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                (11,131,691)
                
                (11,131,691)Balance,
      December 31, 2008
                288,575
                
                288
                
                624,283
                
                624
                
                551,703
                
                552
                
                9,286,694
                
                4,643
                
                -
                
                29,144,025
                
                15,096,629
                
                (45,534,516)
                
                (1,287,755)Exercise
      of options
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                29,404
                
                15
                
                -
                
                232,276
                
                -
                
                -
                
                232,291Conversion
      of preferred stock andaccrued dividends into common
      shares
                (16,854)
                
                (16)
                
                (30,056)
                
                (30)
                
                -
                
                -
                
                109,048
                
                55
                
                -
                
                560,900
                
                (424,954)
                
                -
                
                135,955Issuance
      of preferred stock
                -
                
                -
                
                -
                
                -
                
                38,834
                
                38
                
                -
                
                -
                
                -
                
                -
                
                232,961
                
                -
                
                232,999Issuance
      of common stock
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                111,905
                
                56
                
                -
                
                288,944
                
                -
                
                -
                
                289,000Valuation
      of beneficial conversionfeature
      on Series E Preferred
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                2,464,166
                
                (2,464,166)
                
                -Preferred
      stock dividend
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                (746,449)
                
                -
                
                (746,449)Contribution
      of officer's salary
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                352,462
                
                -
                
                -
                
                352,462Net
      loss
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                -
                
                (2,884,231)
                
                (2,887,231)Balance,
      December 31, 2009
                271,721
                
                $         272
                
                594,227
                
                $         594
                
                590,537
                
                $         590
                
                9,537,051
                
                $      4,769
                
                $               -
                
                $
      30,578,607
                
                $
      16,622,353
                
                $(50,885,913)
                
                $    (3,678,728)
   The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
 
 CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  DeficitSeries
      A
                  
                  
                  Series
      B
                  
                  
                  Series
      C
                  
                  
                  Series
      D
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  Additional
                  
                  
                  Additional
                  
                  
                  Accumulated
                  
                  
                  TotalNumber
                  
                  
                  
                  
                  
                  Number
                  
                  
                  
                  
                  
                  Number
                  
                  
                  
                  
                  
                  Number
                  
                  
                  
                  
                  
                  Number
                  
                  
                  
                  
                  
                  Stock
                  
                  
                  Paid-in
                  
                  
                  Paid-in
                  
                  
                  During
      the
                  
                  
                  Shareholders'of
                    Shares
                  
                  
                  Total
                  
                  
                  of
                    Shares
                  
                  
                  Total
                  
                  
                  of
                    Shares
                  
                  
                  Total
                  
                  
                  of
                    Shares
                  
                  
                  Total
                  
                  
                  of
                    Shares
                  
                  
                  Total
                  
                  
                  Option
                    Costs
                  
                  
                  Capital-
                    Common
                  
                  
                  Capital-
                    Preferred
                  
                  
                  Development
                    Stage
                  
                  
                  Equity
      (Deficit)Balance,
      December 31, 2002
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  341,204
                  
                  
                  $
                  341
                  
                  
                  
                  110,627
                  
                  
                  $
                  111
                  
                  
                  
                  5,625,658
                  
                  
                  $
                  2,812
                  
                  
                  $
                  -
                  
                  
                  $
                  6,966,327
                  
                  
                  $
                  5,812,695
                  
                  
                  $
                  (11,834,306
                  )
                  
                  $
                  947,980Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  775,117
                  
                  
                  
                  388
                  
                  
                  
                  -
                  
                  
                  
                  1,351,807
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,352,195Conversion
      of  preferredstock
      and accrued dividends into common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (26,786
                  )
                  
                  
                  (27
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  73,800
                  
                  
                  
                  37
                  
                  
                  
                  -
                  
                  
                  
                  263,034
                  
                  
                  
                  (244,973
                  )
                  
                  
                  -
                  
                  
                  
                  18,071Valuation
      of beneficialconversion
      feature on Series D Preferred
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,161,694
                  
                  
                  
                  (2,161,694
                  )
                  
                  
                  -Issuance
      of preferred stock for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  708,709
                  
                  
                  
                  709
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,484,373
                  
                  
                  
                  -
                  
                  
                  
                  6,485,082Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (390,289
                  )
                  
                  
                  
                  
                  
                  
                  (390,289
                  )Net
      loss for 2003
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,759,466
                  )
                  
                  
                  (2,759,466
                  )Balance,
      December 31, 2003
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  314,418
                  
                  
                  
                  314
                  
                  
                  
                  819,336
                  
                  
                  
                  820
                  
                  
                  
                  6,474,575
                  
                  
                  
                  3,237
                  
                  
                  
                  -
                  
                  
                  
                  8,581,168
                  
                  
                  
                  13,823,500
                  
                  
                  
                  (16,755,466
                  )
                  
                  
                  5,653,573Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  460,775
                  
                  
                  
                  230
                  
                  
                  
                  -
                  
                  
                  
                  1,082,034
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,082,264Conversion
      of  preferredstock
      and accrued dividends into common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (11,236
                  )
                  
                  
                  (11
                  )
                  
                  
                  (27,873
                  )
                  
                  
                  (28
                  )
                  
                  
                  70,918
                  
                  
                  
                  36
                  
                  
                  
                  -
                  
                  
                  
                  383,428
                  
                  
                  
                  (354,961
                  )
                  
                  
                  -
                  
                  
                  
                  28,464Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (478,594
                  )
                  
                  
                  
                  
                  
                  
                  (478,594
                  )Stock
      option costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,527,784
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,527,784Net
      loss for 2004
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (8,314,255
                  )
                  
                  
                  (8,314,255
                  )Balance,
      December 31, 2004
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  303,182
                  
                  
                  
                  303
                  
                  
                  
                  791,463
                  
                  
                  
                  792
                  
                  
                  
                  7,006,268
                  
                  
                  
                  3,503
                  
                  
                  
                  -
                  
                  
                  
                  14,574,414
                  
                  
                  
                  12,989,945
                  
                  
                  
                  (25,069,721
                  )
                  
                  
                  2,499,236Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  470,393
                  
                  
                  
                  235
                  
                  
                  
                  -
                  
                  
                  
                  777,724
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  777,959Conversion
      of  preferredstock
      and accrued dividends into common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,180
                  )
                  
                  
                  (6
                  )
                  
                  
                  (106,922
                  )
                  
                  
                  (107
                  )
                  
                  
                  176,405
                  
                  
                  
                  88
                  
                  
                  
                  -
                  
                  
                  
                  1,150,457
                  
                  
                  
                  (1,033,109
                  )
                  
                  
                  -
                  
                  
                  
                  117,323Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (501,921
                  )
                  
                  
                  
                  
                  
                  
                  (501,921
                  )Issuance
      of common stock for patent
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,000
                  
                  
                  
                  2
                  
                  
                  
                  -
                  
                  
                  
                  153,998
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  154,000Net
      loss for 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,625,516
                  )
                  
                  
                  (1,625,516
                  )Balance,
      December 31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  297,002
                  
                  
                  
                  297
                  
                  
                  
                  684,541
                  
                  
                  
                  685
                  
                  
                  
                  7,657,066
                  
                  
                  
                  3,828
                  
                  
                  
                  -
                  
                  
                  
                  16,656,593
                  
                  
                  
                  11,454,915
                  
                  
                  
                  (26,695,237
                  )
                  
                  
                  1,421,081Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  732,699
                  
                  
                  
                  367
                  
                  
                  
                  -
                  
                  
                  
                  1,187,471
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,187,838Conversion
      of  preferredstock
      and accrued dividends into common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,618
                  )
                  
                  
                  (6
                  )
                  
                  
                  (28,418
                  )
                  
                  
                  (28
                  )
                  
                  
                  60,219
                  
                  
                  
                  30
                  
                  
                  
                  -
                  
                  
                  
                  358,881
                  
                  
                  
                  (309,966
                  )
                  
                  
                  -
                  
                  
                  
                  48,911Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (430,176
                  )
                  
                  
                  -
                  
                  
                  
                  (430,176
                  )Stock
      option costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  264,297
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  264,297Expenses
      paid by officer/shareholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  61,252
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  61,252Net
      loss for 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,811,855
                  )
                  
                  
                  (2,811,855
                  )Balance,
      December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  291,384
                  
                  
                  
                  291
                  
                  
                  
                  656,123
                  
                  
                  
                  657
                  
                  
                  
                  8,449,984
                  
                  
                  
                  4,225
                  
                  
                  
                  -
                  
                  
                  
                  18,528,494
                  
                  
                  
                  10,714,773
                  
                  
                  
                  (29,507,092
                  )
                  
                  
                  (258,652
                  )Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  621,551
                  
                  
                  
                  311
                  
                  
                  
                  -
                  
                  
                  
                  1,553,566
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,553,877Conversion
      of  preferredstock
      and accrued dividends into common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,809
                  )
                  
                  
                  (3
                  )
                  
                  
                  (27,014
                  )
                  
                  
                  (28
                  )
                  
                  
                  52,964
                  
                  
                  
                  26
                  
                  
                  
                  -
                  
                  
                  
                  333,659
                  
                  
                  
                  (272,117
                  )
                  
                  
                  -
                  
                  
                  
                  61,537Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (434,044
                  )
                  
                  
                  -
                  
                  
                  
                  (434,044
                  )Stock
      option costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,063
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,063Net
      loss for 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,435,774
                  )
                  
                  
                  (2,435,774
                  )Balance,December
      31, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  288,575
                  
                  
                  $
                  288
                  
                  
                  
                  629,109
                  
                  
                  $
                  629
                  
                  
                  
                  9,124,499
                  
                  
                  $
                  4,562
                  
                  
                  $
                  -
                  
                  
                  $
                  20,438,782
                  
                  
                  $
                  10,008,612
                  
                  
                  $
                  (31,942,866
                  )
                  
                  $
                  (1,489,993
                  )
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
 CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                          
                          
                          Common
      Stock
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          DeficitSeries
      A
                          
                          
                          Series
      B
                          
                          
                          Series
      C
                          
                          
                          Series
      D
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          Additional
                          
                          
                          Additional
                          
                          
                          Accumulated
                          
                          
                          TotalNumber
                          
                          
                          
                          
                          
                          Number
                          
                          
                          
                          
                          
                          Number
                          
                          
                          
                          
                          
                          Number
                          
                          
                          
                          
                          
                          Number
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          Paid-in
                          
                          
                          Paid-in
                          
                          
                          During
      the
                          
                          
                          Shareholders'of
      Shares
                          
                          
                          Total
                          
                          
                          of
      Shares
                          
                          
                          Total
                          
                          
                          of
      Shares
                          
                          
                          Total
                          
                          
                          of
      Shares
                          
                          
                          Total
                          
                          
                          of
                            Shares
                          
                          
                          Total
                          
                          
                          Option
                            Costs
                          
                          
                          Captial-
                            Common
                          
                          
                          Captial-
                            Preferred
                          
                          
                          Development
                            Stage
                          
                          
                          Equity
      (Deficit)Balance,
      December 31, 2001
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          71,429
                          
                          
                          $
                          71
                          
                          
                          
                          95,123
                          
                          
                          $
                          95
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          5,627,484
                          
                          
                          $
                          2,815
                          
                          
                          $
                          (35,000
                          )
                          
                          $
                          6,004,709
                          
                          
                          $
                          2,229,297
                          
                          
                          $
                          (7,251,211
                          )
                          
                          $
                          950,776Exercise
      of options
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          282,480
                          
                          
                          
                          140
                          
                          
                          
                          -
                          
                          
                          
                          317,650
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          317,790Conversion
      of  preferredstock
      and accrued dividends into common shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (71,429
                          )
                          
                          
                          (71
                          )
                          
                          
                          (18,576
                          )
                          
                          
                          (19
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          241,627
                          
                          
                          
                          120
                          
                          
                          
                          -
                          
                          
                          
                          790,205
                          
                          
                          
                          (783,495
                          )
                          
                          
                          -
                          
                          
                          
                          6,740Valuation
      of beneficialconversion
      feature on Series C & D Preferred
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,122,521
                          
                          
                          
                          (1,122,521
                          )
                          
                          
                          -Cancellations
      of shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (535,933
                          )
                          
                          
                          (268
                          )
                          
                          
                          -
                          
                          
                          
                          (199,732
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (200,000
                          )Issuance
      of preferred stock for cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          264,657
                          
                          
                          
                          265
                          
                          
                          
                          110,627
                          
                          
                          
                          111
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          3,367,233
                          
                          
                          
                          -
                          
                          
                          
                          3,367,609Amortization
      of stock option costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          35,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          35,000Preferred
      stock dividend
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (122,861
                          )
                          
                          
                          
                          
                          
                          
                          (122,861
                          )Purchase
      of Med Enclosure Stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          10,000
                          
                          
                          
                          5
                          
                          
                          
                          -
                          
                          
                          
                          53,495
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          53,500Net
      loss for 2002
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (3,460,574
                          )
                          
                          
                          (3,460,574
                          )Balance,December
      31, 2002
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          341,204
                          
                          
                          $
                          341
                          
                          
                          
                          110,627
                          
                          
                          $
                          111
                          
                          
                          
                          5,625,658
                          
                          
                          $
                          2,812
                          
                          
                          $
                          -
                          
                          
                          $
                          6,966,327
                          
                          
                          $
                          5,812,695
                          
                          
                          $
                          (11,834,306
                          )
                          
                          $
                          947,980
 The
accompanying notes are an integral part of these consolidated financial
statements.
 F-6
 CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                    
                    
                    Common
      Stock
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    DeficitSeries
      A
                    
                    
                    Series
      B
                    
                    
                    Series
      C
                    
                    
                    Series
      D
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    Additional
                    
                    
                    Additional
                    
                    
                    Accumulated
                    
                    
                    TotalNumber
                    
                    
                    
                    
                    
                    Number
                    
                    
                    
                    
                    
                    Number
                    
                    
                    
                    
                    
                    Number
                    
                    
                    
                    
                    
                    Number
                    
                    
                    
                    
                    
                    Stock
                    
                    
                    Paid-in
                    
                    
                    Paid-in
                    
                    
                    During
      the
                    
                    
                    Shareholders'of
      Shares
                    
                    
                    Total
                    
                    
                    of
      Shares
                    
                    
                    Total
                    
                    
                    of
      Shares
                    
                    
                    Total
                    
                    
                    of
      Shares
                    
                    
                    Total
                    
                    
                    of
                      Shares
                    
                    
                    Total
                    
                    
                    Option
                      Costs
                    
                    
                    Captial-
                      Common
                    
                    
                    Captial-
                      Preferred
                    
                    
                    Development
                      Stage
                    
                    
                    Equity
      (Deficit)Balance,
      December 31, 2000
                    
                    
                    8,824
                    
                    
                    $
                    9
                    
                    
                    
                    71,429
                    
                    
                    $
                    71
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    4,836,763
                    
                    
                    $
                    2,420
                    
                    
                    $
                    (175,000
                    )
                    
                    $
                    4,234,460
                    
                    
                    $
                    907,320
                    
                    
                    $
                    (4,668,871
                    )
                    
                    $
                    300,409Exercise
      of options
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    360,394
                    
                    
                    
                    180
                    
                    
                    
                    -
                    
                    
                    
                    413,483
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    413,663Issuance
      of common stock for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    100,000
                    
                    
                    
                    50
                    
                    
                    
                    -
                    
                    
                    
                    255,450
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    255,500Issuance
      of preferred stock for cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    113,715
                    
                    
                    
                    114
                    
                    
                    
                    95,123
                    
                    
                    
                    95
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,841,392
                    
                    
                    
                    -
                    
                    
                    
                    1,841,601Valuation
      of beneficial conversionfeature
      on Series B Preferred
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    331,636
                    
                    
                    
                    (331,636
                    )
                    
                    
                    -Valuation
      of beneficial conversionfeature
      on Series C Preferred
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    282,233
                    
                    
                    
                    (282,233
                    )
                    
                    
                    -Conversion
      of  preferredstock
      and accrued dividends into common shares
                    
                    
                    (8,824
                    )
                    
                    
                    (9
                    )
                    
                    
                    (113,715
                    )
                    
                    
                    (114
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    330,327
                    
                    
                    
                    165
                    
                    
                    
                    -
                    
                    
                    
                    1,081,316
                    
                    
                    
                    (1,069,887
                    )
                    
                    
                    
                    
                    
                    
                    11,471Preferred
      stock dividend
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (63,397
                    )
                    
                    
                    
                    
                    
                    
                    (63,397
                    )Issuance
      of common stockoptions
      for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    20,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    20,000Amortization
      of stock option costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    140,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    140,000Net
      loss for 2001
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,968,471
                    )
                    
                    
                    (1,968,471
                    )Balance,
      December 31, 2001
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    71,429
                    
                    
                    $
                    71
                    
                    
                    
                    95,123
                    
                    
                    $
                    95
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    5,627,484
                    
                    
                    $
                    2,815
                    
                    
                    $
                    (35,000
                    )
                    
                    $
                    6,004,709
                    
                    
                    $
                    2,229,297
                    
                    
                    $
                    (7,251,211
                    )
                    
                    $
                    950,776
 The accompanying
notes are an integral part of these consolidated financial
statements.
  F-7
 CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated Statements
      of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                            
                            
                            Common
      Stock
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            DeficitSeries
      A
                            
                            
                            Series
      B
                            
                            
                            Series
      C
                            
                            
                            Series
      D
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            Additional
                            
                            
                            Additional
                            
                            
                            Accumulated
                            
                            
                            TotalNumber
                            
                            
                            
                            
                            
                            Number
                            
                            
                            
                            
                            
                            Number
                            
                            
                            
                            
                            
                            Number
                            
                            
                            
                            
                            
                            Number
                            
                            
                            
                            
                            
                            Stock
                            
                            
                            Paid-in
                            
                            
                            Paid-in
                            
                            
                            During
      the
                            
                            
                            Shareholders'of
      Shares
                            
                            
                            Total
                            
                            
                            of
      Shares
                            
                            
                            Total
                            
                            
                            of
      Shares
                            
                            
                            Total
                            
                            
                            of
      Shares
                            
                            
                            Total
                            
                            
                            of
                              Shares
                            
                            
                            Total
                            
                            
                            Option
                              Costs
                            
                            
                            Captial-
                              Common
                            
                            
                            Captial-
                              Preferred
                            
                            
                            Development
                              Stage
                            
                            
                            Equity
      (Deficit)Balance, December
      31, 1999
                            
                            
                            79,293
                            
                            
                            $
                            79
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            4,124,060
                            
                            
                            $
                            2,062
                            
                            
                            $
                            -
                            
                            
                            $
                            1,797,178
                            
                            
                            $
                            872,682
                            
                            
                            $
                            (2,711,302
                            )
                            
                            $
                            (39,301
                            )Exercise
      of warrants
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            365,500
                            
                            
                            
                            183
                            
                            
                            
                            -
                            
                            
                            
                            639,442
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            639,625Exercise
      of options
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            223,832
                            
                            
                            
                            113
                            
                            
                            
                            -
                            
                            
                            
                            258,528
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            258,641Issuance
      of preferred stock for cash
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            71,429
                            
                            
                            
                            71
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            624,929
                            
                            
                            
                            -
                            
                            
                            
                            625,000Valuation
      of beneficial conversionfeature
      on Series B Preferred
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            208,125
                            
                            
                            
                            (208,125
                            )
                            
                            
                            -Conversion
      of Series A Preferredinto
      common shares
                            
                            
                            (70,469
                            )
                            
                            
                            (70
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            131,996
                            
                            
                            
                            66
                            
                            
                            
                            -
                            
                            
                            
                            624,659
                            
                            
                            
                            (598,930
                            )
                            
                            
                            -
                            
                            
                            
                            25,725Beneficial
      conversion feature onSeries  A
      Preferred shares
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            199,486
                            
                            
                            
                            (199,486
                            )
                            
                            
                            -
                            
                            
                            
                            -Settlement
      of lawsuit
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            33,333
                            
                            
                            
                            17
                            
                            
                            
                            -
                            
                            
                            
                            199,983
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            200,000Purchase
      of patent
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            47,042
                            
                            
                            
                            24
                            
                            
                            
                            -
                            
                            
                            
                            235,184
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            235,208Stock
      option costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (280,000
                            )
                            
                            
                            280,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Amortization
      of stock option costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            105,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            105,000Cancellation
      of common shares
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (89,000
                            )
                            
                            
                            (45
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (45
                            )Net
      loss for 2000
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,749,444
                            )
                            
                            
                            (1,749,444
                            )Balance,
      December 31, 2000
                            
                            
                            8,824
                            
                            
                            $
                            9
                            
                            
                            
                            71,429
                            
                            
                            $
                            71
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            4,836,763
                            
                            
                            $
                            2,420
                            
                            
                            $
                            (175,000
                            )
                            
                            $
                            4,234,460
                            
                            
                            $
                            907,320
                            
                            
                            $
                            (4,668,871
                            )
                            
                            $
                            300,409
 The
accompanying notes are an integral part of these consolidated financial
statements.
 F-8
 
 CPC
      OF AMERICA, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated Statements
      of Shareholders' Equity (Deficit)From
      inception (April 11, 1996) to December 31, 2009Preferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  
                  
                  
                  Additional
                  
                  
                  Additional
                  
                  
                  Deficit
                    Accumulated
                  
                  
                  TotalSeries
      A
                  
                  
                  Series
      B
                  
                  
                  
                  
                  
                  
                  
                  
                  Stock
                  
                  
                  Paid-in
                  
                  
                  Paid-in
                  
                  
                  During
      the
                  
                  
                  Shareholders'Numberof
      Shares
                  
                  
                  Total
                  
                  
                  Numberof
      Shares
                  
                  
                  Total
                  
                  
                  Numberof
      Shares
                  
                  
                  Total
                  
                  
                  OptionCosts
                  
                  
                  Capital-
                    Common
                  
                  
                  Capital-
                    Preferred
                  
                  
                  Development
                    Stage
                  
                  
                  Equity(Deficit)Initial
      capitalization
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  2,400,000
                  
                  
                  $
                  1,200
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,200Issuance
      of common stock for a note
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  300,000
                  
                  
                  
                  150
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  150Issuance
      of common stock for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  50
                  
                  
                  
                  -
                  
                  
                  
                  4,950
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000Issuance
      of common stock for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  764,000
                  
                  
                  
                  382
                  
                  
                  
                  -
                  
                  
                  
                  37,818
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  38,200Net
      loss for 1996
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (59,079
                  )
                  
                  
                  (59,079
                  )Balance,
      December 31, 1996
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,564,000
                  
                  
                  
                  1,782
                  
                  
                  
                  -
                  
                  
                  
                  42,768
                  
                  
                  
                  -
                  
                  
                  
                  (59,079
                  )
                  
                  
                  (14,529
                  )Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  26,666
                  
                  
                  
                  13
                  
                  
                  
                  -
                  
                  
                  
                  29,987
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000Issuance
      of common stock for cashand
      conversion of note payable ($77,000)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  640,000
                  
                  
                  
                  320
                  
                  
                  
                  -
                  
                  
                  
                  927,680
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  928,000Net
      loss for 1997
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (457,829
                  )
                  
                  
                  (457,829
                  )Balance,
      December 31, 1997
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,230,666
                  
                  
                  
                  2,115
                  
                  
                  
                  -
                  
                  
                  
                  1,000,435
                  
                  
                  
                  -
                  
                  
                  
                  (516,908
                  )
                  
                  
                  485,642Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  57,000
                  
                  
                  
                  29
                  
                  
                  
                  -
                  
                  
                  
                  114,971
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  115,000Issuance
      of common stock for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  40,000
                  
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  57,980
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  58,000Issuance
      of preferred stock for cash
                  
                  
                  8,824
                  
                  
                  
                  9
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  74,991
                  
                  
                  
                  -
                  
                  
                  
                  75,000Valuation
      of beneficial conversionfeature
      on Series A Preferred
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000
                  
                  
                  
                  (25,000
                  )
                  
                  
                  -Contribution
      of officer's salary
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  80,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  80,000Net
      loss for 1998
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (640,580
                  )
                  
                  
                  (640,580
                  )Balance,
      December 31, 1998
                  
                  
                  8,824
                  
                  
                  
                  9
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,327,666
                  
                  
                  
                  2,164
                  
                  
                  
                  -
                  
                  
                  
                  1,253,386
                  
                  
                  
                  99,991
                  
                  
                  
                  (1,182,488
                  )
                  
                  
                  173,062Exercise
      of warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  209,490
                  
                  
                  
                  105
                  
                  
                  
                  -
                  
                  
                  
                  366,503
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  366,608Exercise
      of options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  146,904
                  
                  
                  
                  73
                  
                  
                  
                  -
                  
                  
                  
                  177,289
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  177,362Issuance
      of preferred stock for cash
                  
                  
                  70,469
                  
                  
                  
                  70
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  598,930
                  
                  
                  
                  -
                  
                  
                  
                  599,000Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (25,725
                  )
                  
                  
                  -
                  
                  
                  
                  (25,725
                  )Valuation
      of beneficial conversionfeature
      on Series A Preferred
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  199,486
                  
                  
                  
                  (199,486
                  )
                  
                  
                  -Repurchase
      of common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (560,000
                  )
                  
                  
                  (280
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  (280
                  )Net
      loss for 1999
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,329,328
                  )
                  
                  
                  (1,329,328
                  )Balance,
      December 31, 1999
                  
                  
                  79,293
                  
                  
                  $
                  79
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  4,124,060
                  
                  
                  $
                  2,062
                  
                  
                  $
                  -
                  
                  
                  $
                  1,797,178
                  
                  
                  $
                  872,682
                  
                  
                  $
                  (2,711,302
                  )
                  
                  $
                  (39,301
                  )
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-9


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Consolidated Statements of Cash
Flows





Cumulativefrom
      inception(April
      11, 1996)Year
      ended December 31,
            
            
            to
      December 31,2009
            
            
            2008
            
            
            2009Cash
      flows from operating activities:Net
      loss
            
            $
            (2,887,231
            )
            
            $
            (11,131,691
            )
            
            $
            (41,631,093
            )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
            
            
            45,936
            
            
            
            45,936
            
            
            
            365,049Contribution
      of officer's salary/expenses paid by officer
            
            
            352,462
            
            
            
            344,966
            
            
            
            838,680Issuance
      of common stock and options for services
            
            
            521,291
            
            
            
            8,015,747
            
            
            
            17,348,575Issuance
      of preferred stock for services
            
            
            115,999
            
            
            
            30,000
            
            
            
            145,999Changes
      in operating assets and liabilitiesDecrease
      (increase) in other assets
            
            
            18,483
            
            
            
            727,035
            
            
            
            (40,160
            )Increase
      (decrease) in accounts and other payable
            
            
            176,188
            
            
            
            144,789
            
            
            
            345,153(Decrease)
      increase in accrued expenses
            
            
            17,232
            
            
            
            (196,815
            )
            
            
            479,534Net
      cash used by operating activities
            
            
            (1,639,640
            )
            
            
            (2,020,033
            )
            
            
            (22,148,263
            )Cash
      flows from investing activities:Purchase
      of patent
            
            
            -
            
            
            
            -
            
            
            
            (114,795
            )Redemption
      of cash surrender value of life insurance
            
            
            -
            
            
            
            -
            
            
            
            790,910Increase
      in cash surrender value of life insurance
            
            
            -
            
            
            
            -
            
            
            
            (790,910
            )Capital
      expenditures
            
            
            -
            
            
            
            -
            
            
            
            (148,016
            )Net
      cash used by investing activities
            
            
            -
            
            
            
            -
            
            
            
            (262,811
            )Cash
      flows from financing activities:Proceeds
      from shareholder notes
            
            
            47,717
            
            
            
            -
            
            
            
            564,917Payments
      on note payable to shareholder
            
            
            -
            
            
            
            -
            
            
            
            (102,017
            )Exercise
      of options and warrants
            
            
            -
            
            
            
            -
            
            
            
            4,853,421Issuance
      of preferred stock
            
            
            117,000
            
            
            
            3,280,220
            
            
            
            16,390,512Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            915,200Dividends
            
            
            -
            
            
            
            -
            
            
            
            (5,051
            )Cancellation
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            (200,325
            )Net
      cash provided by financing activities
            
            
            164,717
            
            
            
            3,280,220
            
            
            
            22,416,657Net
      increase (decrease) in cash
            
            
            (1,474,923
            )
            
            
            1,260,187
            
            
            
            5,583Cash,
      beginning of period
            
            
            1,480,506
            
            
            
            220,319
            
            
            
            -Cash,
      end of period
            
            $
            5,583
            
            
            $
            1,480,506
            
            
            $
            5,583










F-10




CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)


Consolidated
Statements of Cash Flows (continued)






Cumulativefrom
      inception(April
      11, 1996)Year
      ended December 31,
                
                
                to
      December 31,2009
                
                
                2008
                
                
                2009Non-cash
      investing and financing activities:Issuance
      of common stock for note receivable
                
                $
                -
                
                
                $
                -
                
                
                $
                150Debt
      to equity conversion
                
                $
                -
                
                
                $
                289,448
                
                
                $
                422,033Acquisition
      of minority interest
                
                $
                -
                
                
                $
                -
                
                
                $
                33,250Sale
      of Tercero - elimination of goodwill
                
                $
                -
                
                
                $
                -
                
                
                $
                (40,000
                )Preferred
      dividends accrued
                
                $
                746,449
                
                
                $
                637,465
                
                
                $
                3,227,376Conversion
      of preferred stock and preferred dividendspaid
      through issuance of common stock
                
                $
                560,955
                
                
                $
                55,163
                
                
                $
                1,089,070Acquisition
      of Med Enclosures for note payable
                
                $
                -
                
                
                $
                -
                
                
                $
                250,000Acquisition
      of patent paid by issuance of common stock
                
                $
                -
                
                
                $
                -
                
                
                $
                288,708Settlement
      of lawsuit by issuance of common stock
                
                $
                -
                
                
                $
                -
                
                
                $
                200,000Valuation
      of beneficial conversion features
                
                $
                2,464,166
                
                
                $
                2,459,959
                
                
                $
                9,254,820






F-11




CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   1.Organization and summary of
significant accounting policies
  Organization
 CPC of
America, Inc., a Nevada corporation (“CPC” or the “Company”), was formed on
April 11, 1996 and is classified as a development stage company because its
principal activities involve obtaining capital and rights to certain technology,
and conducting research and development activities.
  Nature of
Operations
 CPC aims
to design, develop and commercialize innovative medical devices that deliver
improved therapeutic options for vascular closure and enhance the quality of
patient care in endovascular procedures.
  Current
efforts focus on developing MedCloseTM, an
investigational-stage vascular closure system (VCS) that is intended to rapidly
seal the femoral arterial puncture site following diagnostic or interventional
catheterization procedures.
  Liquidity and management’s
plans
 The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The Company
has not generated any revenues from operations and there is no assurance that
the Company will generate revenues in the future. The Company’s ability to
generate revenue primarily depends on its success in completing development and
obtaining regulatory approvals for the commercialization of its MedClose
vascular closure system.  The Company incurred a net loss of
($2,887,231) during the year ended December 31, 2009. Also, the Company had a
cash balance of $5,583, a working capital deficit of ($3,910,063) and a
shareholders’ deficit of ($3,678,728) at December 31, 2009.
  The
Company will require a minimum of $3 million of additional working capital in
order to fund its proposed operations over the next 12 months, assuming that
Series C, D and E shareholders do not make requests for a substantial amount of
dividend payments in cash.  In the event the Company receives
substantial requests for dividend payments in cash or encounter a material
amount of unexpected expenses, additional working capital in excess of $3
million may be required.  Management plans to continue to seek sources
of financing on favorable terms; however, there are no assurances that any such
financing can be obtained on favorable terms, if at all.  Management
expects to monitor and control the Company’s operating costs until cash is
available through financing or operating activities.  There are no
assurances that the Company will be successful in achieving these
plans.  The Company anticipates that losses will continue until such
time, if ever, as the Company is able to generate sufficient revenues to support
its operations.





F-12





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   1.Organization and summary of
significant accounting policies (continued)





Principles of
consolidation


The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries.  All significant intercompany
transactions and balances have been eliminated in consolidation.  At
December 31, 2009, the only active subsidiary is Med Enclosures, LLC
(“MED”).




Cash and equivalents,
short-term investments and other cash flow statement supplemental
information


The
Company considers all liquid investments with an original maturity of three
months or less that are readily convertible into cash to be cash
equivalents.  The Company places its cash equivalents with high credit
quality financial institutions.  Accounts at banks are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000, and amounts at
brokerage affiliates of the banks are insured by the Securities Investor
Protection Corporation (SIPC) up to $500,000.  At December 31, 2009,
the Company had no balances in excess of insured limits.  The Company
performs ongoing evaluations of these institutions to limit its concentration of
risk exposure.  Management believes this risk is not significant due
to the financial strength of the financial institutions utilized by the
Company.




No income
taxes have been paid since inception.  Payments of $8,954 for interest
have been made since inception, none of which was paid in 2008 or
2009.




Patents and
trademarks


Patents
and trademarks are stated at cost and amortized using the straight line method
over their economic useful life, which is estimated at fifteen
years.  Amortization expense was $45,936 in 2009 and
2008.




Equipment


Depreciation
expense is provided over the estimated useful life of 5 years using straight
line and accelerated methods.  All remaining equipment was disposed of
in 2007.




Use of
estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.




Reclassifications


Certain
items in the 2008 financial statements have been reclassified to conform to the
2009 presentation.





F-13


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009





1.Organization and summary of
significant accounting policies (continued)





Intangibles and long-lived
assets


Long-lived
assets are reviewed annually for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Impairment is necessary when the undiscounted cash flows
estimated to be generated by the asset are less than the carrying amount of the
asset.  As of December 31, 2009, the Company expects these assets to
be fully recoverable.




2009
              
              
              2008PatentsGross
      carrying amount
              
              $
              557,500
              
              
              $
              557,500Accumulated
      amortization
              
              $
              326,853
              
              
              $
              281,333Amortization
      expense
              
              $
              45,520
              
              
              $
              45,520TrademarkGross
      carrying amount
              
              $
              6,232
              
              
              $
              6,232Accumulated
      amortization
              
              $
              5,544
              
              
              $
              5,128Amortization
      expense
              
              $
              416
              
              
              $
              416




Amortization
of intangibles is expected to be approximately $46,000 in each of the next five
years.  Both patents and the trademark are being amortized over 15
years.




Income
taxes


The
Company reports certain expenses differently for financial and tax reporting
purposes and, accordingly, provides for the related deferred
taxes.  Income taxes are accounted for under the liability method in
accordance with ASC 740,Income
Taxes.  Tax returns are subject to examination by taxing
authorities and the returns for years 2005 – 2008 are still open.




Research and development
costs


Costs and expenses that can be clearly
identified as research and development are charged to expense as incurred in
accordance withASC 730, Research and
Development.




Basic and diluted net loss
per share


Basic net
loss per share is based upon the weighted average number of common shares
outstanding.  Diluted net loss per share is based on the assumption
that all dilutive convertible shares and stock options were converted or
exercised.  Dilution is computed by applying the treasury stock
method.  Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby were used to purchase common stock at the
average market price during the period.  For 2009 and 2008 all common
stock equivalents were anti-dilutive.




F-14




CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009





1.Organization and summary of
significant accounting policies (continued)





Share-based
payments


Compensation
costs for all share-based awards to employees are measured based on the grant
date fair value of those awards and recognized over the period during which the
employee is required to perform service in exchange for the award (generally
over the vesting period of the award). The Company has no awards with market or
performance conditions. Excess tax benefits will be recognized as an addition to
additional paid-in-capital.




Share-based
compensation expense recognized during the period is based on the value of the
portion of share-based payment awards that is ultimately expected to vest during
the period. As share-based compensation expense recognized for the years ended
December 31, 2009 and 2008 is based on awards ultimately expected to vest, it
has been reduced for estimated forfeitures. Professional standards require
forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. Based on
our historical experience, our forfeitures were expected to be 50% on grants
after April 2008 and zero prior to that time.




Total
share-based compensation expenses recognized for the years ended December 31,
2009 and 2008 were $0 and $7,712,616, respectively, and are included in general
and administrative expenses.  The incremental share-based compensation
caused our net loss to increase by the same amounts.  It also caused
the basic and diluted loss per share to increase by $.00 and $.83 in the years
ended December 31, 2009 and 2008, respectively.




The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:




2008Risk
      free interest rate
              2.5%
      - 2.875%Volatility
              66%
      - 68%Term
              5
      yearsExpected
      dividend yield
              none


Since we
have a net operating loss carryforward as of December 31, 2009, no excess tax
benefits for the tax deductions related to share-based awards were recognized in
the consolidated statement of operations.  Additionally, no
incremental tax benefits were recognized from stock options exercised in the
years ended December 31, 2009 and 2008.





F-15





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   1.Organization and summary of
significant accounting policies (continued)





Recent accounting
pronouncements


In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No.161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB statement No.133” (ASC
815).  This standard requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting. The standard is effective for fiscal years, and interim
periods within those fiscal years, beginning after November 15, 2008, with early
application encouraged. As such, the Company adopted these provisions at the
beginning of the fiscal year ending December 31, 2009 and adoption had no impact
on these financial statements.




In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60" (ASC 460). This
standard interprets and amends existing accounting pronouncements to clarify
their application to the financial guarantee insurance contracts included within
the scope of that Statement. The standard is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and all interim
periods within those fiscal years. As such, the Company adopted these provisions
at the beginning of the fiscal year ended December 31, 2009 and adoption had no
impact on these financial statements.




In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (ASC 450). This standard
establishes principles and requirements for subsequent events, and is effective
for interim or annual financial periods ending after June 15, 2009. As such, the
Company adopted this standard in the second quarter with no significant effect
on the Company's consolidated financial statements.




In June
2009, the FASB issued SFAS No. 166 "Accounting for Transfers of Financial
Assets-an amendment of FASB Statement No. 140"(ASC 860). This standard improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. The standard is effective
as of the beginning of each reporting entity's first annual reporting period
that begins after November 15, 2009, for interim periods within that first
annual reporting period and for interim and annual reporting periods thereafter.
As such, the Company is required to adopt this standard in the year ended
December 31, 2010. The Company is evaluating the impact the adoption of this
standard will have on its consolidated financial statements.





F-16





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   1.Organization and summary of
significant accounting policies (continued)





Recent accounting
pronouncements (continued)


In June
2009, the FASB issued SFAS No. 167 "Amendments to FASB Interpretation No. 46(R)"
(ASC 810) . This standard improves financial reporting by enterprises involved
with variable interest entities and is effective as of the beginning of each
reporting entity's first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. As such, the Company is
required to adopt this standard in the year ended December 31, 2010. The Company
is evaluating the impact the adoption of this standard will have on its
consolidated financial statements.




In June
2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles" (ASC 105). This
standard establishes the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with generally accepted accounting principles, and is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. As such, the Company adopted this standard in the third
quarter with no material effect on its financial statements.




In August
2009, the FASB issued Accounting Standards Update No. 2009-05 (ASU 2009-05),
“Fair Value Measurements and
Disclosures (Topic 820) – Measuring Liabilities at Fair Value.” ASU
2009-05 amends Subtopic 820-10, “Fair Value Measurements and
Disclosures – Overall,” and provides clarification for the fair value
measurement of liabilities. ASU 2009-05 is effective for the first reporting
period including interim period beginning after issuance. The Company does not
expect the adoption of ASU 2009-05 to have a material impact on its consolidated
financial statements.




In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08“Earnings Per Share –
Amendments to Section 260-10-S99”, which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53,Computation of Earnings
Per Share for a Period that includes a Redemption or an Induced Conversion of a
Portion of a Class of Preferred Stock  and EITF Topic
D-42,The Effect of
the Calculation of Earnings per Share for the Redemption or Induced Conversion
of Preferred Stock . The Company does not expect the adoption of this
update to have a material impact on its consolidated
financial statements.





F-17





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   1.Organization and summary of
significant accounting policies (continued)





Recent accounting
pronouncements (continued)


In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01,  Accounting for Distributions to Shareholders with Components
of Stock and Cash. The amendments in this update clarify that the stock portion
of a distribution to shareholders that allows them to elect to receive cash or
stock with a potential limitation on the total amount of cash that all
shareholders can elect to receive in the aggregate is considered a share
issuance that is reflected in EPS prospectively and is not a stock dividend for
purposes of applying Topics 505 and 260 (Equity and Earnings Per
Share). The amendments in this update are effective for interim and annual
periods ending on or after December 15, 2009, and should be applied on a
retrospective basis. The Company adopted this standard and has determined
the standard does not have material effect on our consolidated financial
statements.




2.Shareholders’
equity (deficit)





Series A preferred
stock


In
November 1998, the Company commenced the private placement sale of Series A
preferred stock at $8.50 per share.  The Company sold 79,293 shares
for proceeds of $674,000.  The Series A preferred stock had no voting
rights but had a 5% annual dividend payable in cash or common stock and had a
conversion price of $4.70 per share.  On December 31, 1999, a dividend
of $25,725 was paid by issuing 5,474 shares of the Company’s common stock.
During 2000 and 2001 all 79,923 Series A shares and related accrued dividends of
$1,563 were converted into 143,737 common shares.  Additional accrued
dividends of $3,750 were paid in cash during 2001.




Series B preferred
stock


In April
2000, the Company commenced the private placement sale of Series B preferred
stock at $8.75 per share.  The Company sold 185,144 shares for
proceeds of $1,620,010.  The Company recorded a beneficial conversion
feature totaling $208,125 in 2000 and $331,636 in 2001 at the date of issuance.
The Series B preferred stock had no voting rights but had a 5% annual dividend
payable in cash or common stock and was convertible into common stock at a
conversion price of $3.20 per share.  During 2001 and 2002 all 185,144
Series B shares and related accrued dividends of $9,908 were converted into
509,350 common shares.  Additional accrued dividends of $53,125 were
paid in cash during 2002.





F-18





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   2. Shareholders’ equity
(deficit) (continued)





Series C preferred
stock


In
October 2001, the Company commenced the private placement sale of Series C
preferred stock at $8.90 per share.  The Company sold 359,780 shares
for proceeds of $3,202,042.  The Company recorded a beneficial
conversion feature totaling $1,067,337 at the date of issuance.  The
Series C preferred stock has no voting rights and has a 5% annual dividend
payable in cash or common stock.  Each Series C share was convertible
into one common share until June 30, 2002, when the conversion price was
adjusted to the lower of $6.68 or 75% of the average last sale price of the
common stock for the 30 trading days immediately preceding such date as reported
on any stock exchange, according to the terms of the original
agreement.  At June 30, 2002, the conversion price was adjusted to
$3.57 per share.  Accrued dividends of $933,289 on the 271,721 shares
outstanding at December 31, 2009 remain unpaid.




Series D preferred
stock


In
November 2002, the Company commenced the private placement sale of Series D
preferred stock at $9.15 per share.  The Company sold 819,336 shares
for proceeds of $7,496,924.  The Company recorded a beneficial
conversion feature totaling $2,499,111 at the date of issuance. The Series D
preferred stock has no voting rights and has a 5% annual dividend payable in
cash or common stock.  Each Series D share was convertible into one
common share until June 30, 2003, when the conversion price was adjusted to the
lower of $6.86 or 75% of the average last sale price of the common stock for the
30 trading days immediately preceding such date as reported on any stock
exchange, according to the terms of the original agreement. Based on the last
prices over the applicable period, no adjustment was made to the conversion
price and it remains fixed at $6.86 per share.  Accrued dividends of
$1,828,087 on the 594,227 outstanding shares remain unpaid at December 31,
2009.




Conversions
of Series C and Series D preferred stock have occurred as follows:




#
      of
              
              
              
              
              
              #
      of
              
              
              
              
              
              #
      ofSeries
      C
              
              
              Accrued
              
              
              Series
      D
              
              
              Accrued
              
              
              CommonShares
              
              
              Dividends
              
              
              Shares
              
              
              Dividends
              
              
              SharesYear
              
              Converted
              
              
              Converted
              
              
              Converted
              
              
              Converted
              
              
              Issued2002
              
              
              18,576
              
              
              $
              6,625
              
              
              
              -
              
              
              $
              -
              
              
              
              46,3142003
              
              
              26,786
              
              
              $
              18,071
              
              
              
              -
              
              
              $
              -
              
              
              
              73,8002004
              
              
              11,236
              
              
              $
              11,758
              
              
              
              27,873
              
              
              $
              16,706
              
              
              
              70,9182005
              
              
              6,180
              
              
              $
              9,500
              
              
              
              106,922
              
              
              $
              107,823
              
              
              
              176,4052006
              
              
              5,618
              
              
              $
              9,520
              
              
              
              28,418
              
              
              $
              39,390
              
              
              
              60,2192007
              
              
              2,809
              
              
              $
              7,137
              
              
              
              27,014
              
              
              $
              54,000
              
              
              
              55,9642008
              
              
              -
              
              
              $
              -
              
              
              
              4,826
              
              
              $
              11,013
              
              
              
              8,0452009
              
              
              16,854
              
              
              $
              53,011
              
              
              
              30,056
              
              
              $
              82,944
              
              
              
              109,048Totals
              
              
              88,059
              
              
              $
              115,622
              
              
              
              225,109
              
              
              $
              311,876
              
              
              
              600,713
  F-19
  CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   2. Shareholders’ equity
(deficit) (continued)
  Series E preferred
stock
 In
September 2007, the Company commenced the private placement sale of Series E
preferred stock at $19.75 per share.  The Series E preferred stock has
no voting rights and has a 10% annual dividend payable in cash or common stock
at the option of the Company.  Each Series E share was convertible
into one common share until August 31, 2008, when the conversion price would
have been adjusted to the lower of $14.80 or 75% of the average last sale price
of the common stock for the 30 trading days immediately preceding such date on
any stock exchange; provided that the conversion price would not have been
adjusted to an amount below $13.00 per share.  At December 31, 2007,
the Company had not sold any of these shares, and on January 16, 2008, the terms
of the Series E private placement were amended to reduce the share price to
$6.00.  Each Series E share was convertible into one common share
until August 31, 2008, when the conversion price was adjusted to the lower of
$4.50 or 75% of the average last sale price of the common stock for the 30
trading days immediately preceding such date on any stock exchange; provided
that the conversion price shall not be adjusted to an amount below $3.92 per
share.  The conversion price on August 31, 2008 was $4.50 per
share.  The board of directors subsequently adjusted the conversion to
$3.92 to be effective December 31, 2008.  During the year ended
December 31, 2008, the Company issued 546,703 shares of Series E preferred
shares for cash proceeds of $3,280,220, and another 5,000 shares in payment of
$30,000 of the CFO’s salary.  A beneficial conversion feature totaling
$2,459,959 has been recorded in accordance with guidance issued by the FASB’s
Emerging Issues Task Force regarding Accounting for Convertible Securities with
a Beneficial Conversion Feature or Contingently Adjustable Conversion
Ratios.  The Company recognized and measured the embedded beneficial
conversion feature by allocating a portion of the proceeds equal to the
intrinsic value of the embedded beneficial conversion feature to additional
paid-in capital.  Intrinsic value was calculated as the difference
between the conversion price and the fair value of the common stock into which
the preferred stock is convertible, multiplied by the number of shares into
which the preferred stock is convertible.  During the year ended
December 31, 2009, the Company issued 10,000 shares of Series E preferred shares
in lieu of $60,000 in salary to its CFO, and 9,334 shares of Series E preferred
shares in lieu of director compensation of $56,000.  In addition,
19,500 shares of Series E preferred shares were issued for $117,000 in
cash.  On June 25, 2009 the conversion price was further reduced to
$2.75. A beneficial conversion feature totaling $2,464,166 was recorded to
reflect the reduction in conversion price and for the Series E shares
issued.  As of December 31, 2009, the outstanding number of shares of
Series E preferred stock was 590,537 and the amount of accrued dividends was
$564,701.





F-20


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   2. Shareholders’ equity
(deficit) (continued)
  Common
stock
 See
discussion above for common share issuances upon conversion of preferred shares.
Also, see discussion below for issuance of common shares upon exercise of stock
options.
  During
2009, the Company issued 111,905 shares of common stock for services valued at
$289,000.  Of the total, 62,674 shares were issued in accordance with
terms of a development agreement, 30,000 shares were issued for a consulting
agreement and 19,231 shares were issued for legal services.  Of the
$289,000, $225,000 is included in research and development expense, $13,040 is
included in general and administrative expense and the remaining $50,960 is
included in prepaid expenses in the accompanying financial
statements.
  In
January 2005, the Company purchased the final 7.7% of MED for 4,000 common
shares valued at $154,000.
  In
October 2002, the Company purchased an additional 7% interest in MED for 10,000
common shares valued at $53,500.
  In 2001,
a total of 75,000 common shares were issued to the Company’s directors and an
additional 25,000 common shares were issued to the Company’s strategic
consultant.
  In March
2002, 33,333 common shares were returned for cancellation as part of a lawsuit
settlement.  In August and November 2002, 502,600 common shares were
returned for cancellation as part of the settlement with former consultants of
the Company.
  In June
1998, the Company effected a two-for-one stock split, decreasing the par value
to $.0005 per share.  The number of authorized shares remained at
20,000,000.  All share information reported in these financial
statements has been adjusted to reflect the two-for-one stock
split.
  In March
1997, the Company commenced the private placement sale of 35 units at $29,000
per unit.  Each unit consisted of 20,000 shares of common stock and
warrants to purchase 40,000 shares of common stock exercisable at $1.75 per
share from February 10, 1999 until December 31, 2000.  The Company
sold 34 units, including 3 units in conversion of a note payable.  An
investor converted a note with a balance of $70,000 and related accrued interest
of $7,000 into three units, and the Company received $10,000 cash for the
balance.  No value was allocated to the warrants because the exercise
price was above market price at the time of issuance. During 1999, warrants to
purchase 209,490 common shares were exercised and at December 31, 2000 the
remaining balance of warrants expired.





F-21


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009





2. Shareholders’ equity
(deficit) (continued)





Common stock
(continued)


In
December 1996, the Company issued 4,000 shares of common stock to its attorney
for payment of $200 in legal fees.  In October 1996, the Company
issued 760,000 shares of common stock to related parties in payment of $38,000
in consulting fees rendered in 1996.




In May
1996, the Company sold to its founders 2,400,000 shares of common stock for
$.0005 cash per share and 300,000 shares for a $150 note
receivable.  In September 1996, the Company sold 100,000 shares of
common stock for $.05 cash per share to one of its founders.




At
December 31, 2009 and 2008, the number of shares of common stock issued and
outstanding was 9,537,051 and 9,286,694, respectively.




If all
preferred stock, related dividends, and options outstanding at December 31, 2009
were converted to common stock, the total number of shares outstanding would be
14,882,649.




Stock
options


The
Company has granted options to purchase its common stock.  The option
prices at the time of grant were at or above the fair value of the Company’s
common stock.  The following information applies to all options
outstanding at December 31, 2009:




Weighted
              
              
              
              
              
              WeightedAverage
              
              
              average
              
              
              
              
              
              averageExercise
              
              
              Options
              
              
              remaining
              
              
              exercise
              
              
              Number
              
              
              exercisePrice
              
              
              Outstanding
              
              
              life
      (years)
              
              
              price
              
              
              exercisable
              
              
              price$
              4.45
              
              
              
              100,000
              
              
              
              3.75
              
              
              $
              4.45
              
              
              
              100,000
              
              
              $
              4.45$
              5.05
              
              
              
              100,000
              
              
              
              3.11
              
              
              $
              5.05
              
              
              
              100,000
              
              
              $
              5.05$
              7.90
              
              
              
              1,653,907
              
              
              
              3.33
              
              
              $
              7.90
              
              
              
              1,653,907
              
              
              $
              7.90




The
following information applies to employee options outstanding at December 31,
2009:




Weighted
            
            
            
            
            
            WeightedAverage
            
            
            average
            
            
            
            
            
            averageExercise
            
            
            Options
            
            
            remaining
            
            
            exercise
            
            
            Number
            
            
            exercisePrice
            
            
            Outstanding
            
            
            life
      (years)
            
            
            price
            
            
            exercisable
            
            
            price$
            7.90
            
            
            
            100,000
            
            
            
            3.33
            
            
            $
            7.90
            
            
            
            100,000
            
            
            $
            7.90$
            4.45
            
            
            
            50,000
            
            
            
            3.75
            
            
            $
            4.45
            
            
            
            50,000
            
            
            $
            4.45




F-22




CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   2. Shareholders’ equity
(deficit) (continued)





Stock options
(continued)


A summary
of stock option activity since inception follows:




Number
      of
              
              
              ExerciseOptions
              
              
              Price
              
              
              ExpirationInception
      (April 11, 1996)
              
              
              -
              
              
              
              -
              
              
              
              -Granted
              
              
              4,420,000
              
              
              $
              1.125
      - 1.25
              
              
              
              1997
      - 2006Outstanding
      at December 31, 1996
              
              
              4,420,000
              
              
              $
              1.125
      - 1.25
              
              
              
              1997
      - 2006Exercised
              
              
              (26,666
              )
              
              $
              1.125Expired
              
              
              (200,000
              )
              
              $
              1.18Outstanding
      at December 31, 1997
              
              
              4,193,334
              
              
              $
              1.125
      - 1.25
              
              
              
              2006Granted
              
              
              4,152,000
              
              
              $
              1.25
      - 9.00
              
              
              
              2008Exercised
              
              
              (57,000
              )
              
              $
              1.125
      - 2.50Canceled
              
              
              (1,173,334
              )
              
              $
              1.125Outstanding
      at December 31, 1998
              
              
              7,115,000
              
              
              $
              1.125
      - 9.00
              
              
              
              2003
      - 2008Granted
              
              
              25,000
              
              
              $
              5.50
              
              
              
              2004Exercised
              
              
              (146,904
              )
              
              $
              1.125
      - 2.50Canceled
              
              
              (490,000
              )
              
              $
              1.125Outstanding
      at December 31, 1999
              
              
              6,503,096
              
              
              $
              1.125
      - 9.00
              
              
              
              2003
      - 2008Granted
              
              
              175,000
              
              
              $
              5.00
      - $5.75
              
              
              
              2004
      - 2005Exercised
              
              
              (223,832
              )
              
              $
              1.125
      - 2.50Outstanding
      at December 31, 2000
              
              
              6,454,264
              
              
              $
              1.125
      - 9.00
              
              
              
              2003
      - 2008Granted
              
              
              15,800
              
              
              $
              2.50
              
              
              
              2004Exercised
              
              
              (360,394
              )
              
              $
              1.125
      - 2.50Outstanding
      at December 31, 2001
              
              
              6,109,670
              
              
              $
              1.125
      - 9.00
              
              
              
              2003
      - 2008Exercised
              
              
              (282,480
              )
              
              $
              1.125Canceled
              
              
              (100,000
              )
              
              $
              5.50Outstanding
      at December 31, 2002
              
              
              5,727,190
              
              
              $
              1.125
      - 9.00
              
              
              
              2003
      - 2008Exercised
              
              
              (775,117
              )
              
              $
              1.125
      - 9.00Canceled
              
              
              (10,000
              )
              
              $
              8.00Outstanding
      at December 31, 2003
              
              
              4,942,073
              
              
              $
              1.125
      - 5.75
              
              
              
              2004
      - 2008Granted
              
              
              550,000
              
              
              $
              29.12
              
              
              
              2009Exercised
              
              
              (460,775
              )
              
              $
              1.125
      - 5.75Outstanding
      at December 31, 2004
              
              
              5,031,298
              
              
              $
              1.125
      - 29.12
              
              
              
              2006-2009Exercised
              
              
              (470,393
              )
              
              $
              1.125
      - 2.50Outstanding
      at December 31, 2005
              
              
              4,560,905
              
              
              $
              1.125
      - 29.12
              
              
              
              2006-2009Granted
              
              
              200,000
              
              
              $
              30.00
              
              
              
              2009Exercised
              
              
              (732,699
              )
              
              $
              1.125
      - 2.50Outstanding
      at December 31, 2006
              
              
              4,028,206
              
              
              $
              2.50
      - 30.00
              
              
              
              2008-2009
  F-23
  CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   2. Shareholders’ equity
(deficit) (continued)





Stock options
(continued)




Number
      of
              
              
              ExerciseOptions
              
              
              Price
              
              
              ExpirationOutstanding
      at December 31, 2006
              
              
              4,028,206
              
              
              $
              2.50
      - 30.00
              
              
              
              2008
      - 2009Exercised
              
              
              (621,551
              )
              
              $
              2.50
              
              
              
              2008Outstanding
      at December 31, 2007
              
              
              3,406,655
              
              
              $
              2.50
      - 30.00
              
              
              
              2008
      - 2009Granted
              
              
              3,390,876
              
              
              $
              4.45
      - 7.90
              
              
              
              2013Exercised
              
              
              (154,150
              )
              
              $
              2.50
      - 7.90
              
              
              
              2008
      - 2013Canceled/Expired
              
              
              (2,865,876
              )
              
              $
              2.50
      - 30.00
              
              
              
              2008
      - 2009Outstanding
      at December 31, 2008
              
              
              3,777,505
              
              
              $
              4.45
      - 30.00
              
              
              
              2009
      - 2013Exercised
              
              
              (29,404
              )
              
              $
              7.90
              
              
              
              2013Canceled/Expired
              
              
              (1,894,194
              )
              
              $
              7.90
      - 30.00
              
              
              
              2009
      - 2013Outstanding
      at December 31, 2009
              
              
              1,853,907
              
              
              $
              4.45
      - 7.90
              
              
              
              2013Exercisable
      at December 31, 2009
              
              
              1,853,907
              
              
              $
              4.45
      - 7.90
              
              
              
              2013


The
aggregate intrinsic value was zero on all outstanding options at December 31,
2009, since the Company’s stock was trading at a lower value than any of the
options granted.  At December 31, 2009, all compensation costs have
been recognized and all remaining options are vested.




In
February 2008, 100,000 options were granted: 50,000 to each of the two outside
board members at an exercise price of $5.05 for services
performed.  The options vest immediately and expire on February 11,
2013.  In April 2008, 3,190,876 options were granted: 1,607,565 to the
Company’s CEO and 1,583,311 to the Company’s strategic consultant at an exercise
price of $7.90 for services performed.  The options vest immediately
and expire on or before April 24, 2013.  In October 2008, 100,000
options were granted: 50,000 to each of the two board members appointed to the
board in 2008 at an exercise price of $4.45 for services
performed.  The options vest immediately and expire on October 8,
2013.  The fair value of these options was determined to be
$7,712,616, which was included in general and administrative expenses in the
accompanying 2008 statement of operations.  In November 2009, the
Company’s CEO forfeited 1,469,194 stock options.




In
October 2006, 200,000 options were granted: 50,000 to each of the three board
members and 50,000 to the Company’s strategic consultant at an exercise price of
$30.00 for services performed.  The options vest immediately and
expire on October 12, 2009. The fair value of these options was determined to be
$204,237, which was included in general and administrative expenses in the
accompanying 2006 statement of operations. In May 2008, the Company’s CEO (one
of the board members mentioned above) cancelled his 50,000 options.




F-24




CPC
OF AMERICA, INC. AND SUBSIDIARIES


(A
Development Stage Company)


Notes
to Consolidated Financial Statements


December
31, 2009






2. Shareholders’ equity
(deficit) (continued)





Stock options
(continued)


In
October 2004, 275,000 options were granted to a consultant at an exercise price
of $29.12 for services performed.  The options vest immediately and
expired on October 11, 2009.  The fair value of these options was
calculated using the Black-Scholes option pricing model and was determined to be
$3,117,034, which was included in the accompanying 2004 statement of
operations.




Also in
October 2004, 275,000 options were granted to the Company’s CEO at an exercise
price of $29.12 for services performed.  The options vest immediately
and expire on October 11, 2009.  The fair value of these options was
calculated as the difference between the exercise price and $34.25, the selling
price of Company’s stock at the grant date.  A total expense of
$1,410,750 is included in the accompanying 2004 statement of
operations.  In May 2008, the Company’s CEO cancelled his 275,000
options.




In April
2001, 15,800 options were granted to a consultant at an exercise price of $2.50
for services performed. The fair value of these options was calculated using the
Black-Scholes option-pricing model and was determined to be
$20,000.




During
2000, 175,000 options were granted to two consultants at exercise prices of
$5.00 and $5.75.  The fair value of these options was calculated using
the Black-Scholes option pricing model and was determined to be
$280,000.  The services provided by these consultants were to be
performed over two years.  The cost of $280,000 is being amortized
over two years.  During 2002 and 2001, $35,000 and $140,000 were
charged to expense and recorded in the statement of operations,
respectively.  In 2002, 100,000 of these options were cancelled due to
non-performance.  The fair value of the options issued to
non-employees during 1999 and 1998 was determined to be minimal.




Of the
$232,291 in options exercised during 2009, $216,559 was for consulting services
for the Company’s strategic consultant and $15,732 was for rent from the same
consultant.




Of the
$592,579 in options exercised during 2008, $289,448 was in lieu of a cash
repayment of debt from the Company’s CEO, which is included in the caption “debt
to equity conversion” in the statement of cash flows.  In addition,
the CEO elected not to receive cash for a portion of the compensation from his
employment contract; instead he exercised options in the amount of
$303,131.




If all
options outstanding at December 31, 2009 were exercised, the Company would
receive $14,015,865 in capital.





F-25





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009








3. Income
taxes





The
Company recognizes deferred tax assets and liabilities for temporary differences
between the financial reporting and tax bases of its assets and
liabilities.  At December 31, 2009 the Company has an estimated net
operating loss carryforward for federal tax purposes of approximately
$28,900,000, which, if unused to offset future taxable income, will begin to
expire in 2012 and continue through 2030. The Company had deferred tax assets of
approximately $10,100,000 and $9,100,000 at December 31, 2009 and 2008,
respectively, relating to its net operating loss.  A 100% valuation
allowance, which increased by $1,000,000 in 2009, has been recognized to offset
the entire related deferred tax asset due to the uncertainty of realizing the
benefit.





4.Commitments and
contingencies





Consulting
agreements


In
January 1997, the Company entered into a consulting agreement with its strategic
consultant, CTM Group, Inc. (a related party), for five years at $5,000 per
month.  The agreement was amended in November 1997 to increase the
fees to $8,000 per month, in April 1998 to increase the fees to $10,000 per
month and extend the term of the agreement for an additional five years and in
April 1999 to provide for increases in compensation based on increases in the
consumer price index in the preceding year.  Base compensation was
$19,250 per month in 2002 and $18,333 per month in 2001.  In 2003, the
agreement was amended; accordingly, base monthly compensation was $31,797 plus a
bonus of $175,000.  For 2004, base monthly compensation was $30,323,
plus a cash bonus of $58,344 and 275,000 in stock options valued at $3,117,034
(see note 2).  The agreement was amended again in 2005 to provide for
increases in annual compensation as follows: to $570,194 effective as of January
1, 2005; to $627,213 effective as of January 1, 2006; and
to  $698,934  effective  as  of  January
1,
2007.  The  2005  amendment  also  required  the
consultant to be personally responsible for travel, entertainment or other
business expenses incurred by the consultant in connection with the performance
of his duties on behalf of the Company. The expiration date for this agreement
was April 23, 2009, subject to automatic renewals for additional five year
periods unless either party elects not to renew the agreement.




In
addition, options to purchase 2,000,000 shares of common stock at $2.50 per
share were also granted under the April 1998 amendment.  The options
vested and became exercisable in ten equal installments of 200,000 shares each
year starting at the grant date. The unexercised options of 1,258,565 expired on
April 22, 2008.




In early
2009, CTM Group, Inc. and its strategic consultant notified the Company that it
would not seek to renew the consulting contract and the agreement expired on
April 23, 2009.





F-26





CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   4.Commitments and
contingencies (continued)





Employment agreement -
CEO


In April
1998, the Company entered into a ten-year employment agreement with its CEO. The
agreement provided for a base salary of $10,000 per month beginning May 1998. In
December 1998, the CEO elected to contribute his accrued salary of $80,000 to
the Company.  The agreement was amended in April 1999 to provide for
increases in compensation based on increases in the consumer price index in the
preceding year.  Base monthly compensation was $18,333 in 2001 and
$19,250 in 2002.  In 2003, the agreement was amended; accordingly,
base monthly compensation was $31,797 plus a bonus of $175,000.  For
2004, base monthly compensation was $30,323, plus a cash bonus of $58,344 and
275,000 in stock options (see note 2). The agreement was amended again in 2005
to provide for increases in annual compensation as follows: to $570,194
effective as of January 1, 2005; to $627,213 effective as of January 1, 2006;
and to $698,934 effective as of January 1, 2007.  The 2005 amendment
also required the CEO to be personally responsible for travel, entertainment or
other business expenses incurred by the CEO in connection with the performance
of his duties on behalf of the Company.  The expiration date for this
agreement was April 23, 2009, subject to automatic renewals for additional five
year periods unless either party elects not to renew the
agreement.  Since neither party elected not to renew the agreement,
this employment agreement was renewed on April 23, 2009 for an additional five
years.  The new expiration date is April 23, 2014.  The
Company has not made timely payments to its CEO.  Due to this breach
of the agreement by the Company, the CEO has agreed to, but not finalized, a
salary of $175,000 plus expenses, benefits, and reimbursement of related Company
expenses effective April 23, 2009.  In the fourth quarter of 2009, the
Company’s CEO forgave $352,462 in salary in 2009 to make his salary of $175,000
effective as of April 23, 2009.




In
addition, options to purchase 2,000,000 shares of common stock at $2.50 per
share were granted under the April 1998 agreement.  The options vest
and become exercisable in ten equal installments of 200,000 shares each year
starting at the grant date.  The unexercised options of 1,282,565
expired on April 22, 2008.




Employment agreement -
CFO


Effective
July 1, 2008, the Company entered into a three year employment agreement with
its CFO.  The agreement provides for a base salary of $5,000 per month
beginning July 2008.  In addition the Company shall issue to the CFO
30,000 shares of the Company’s Series E Preferred Stock to vest ratably over the
term of the agreement.  The agreement also requires the CFO to be
personally responsible for travel, entertainment or other business expenses
incurred by the CFO in connection with the performance of her duties on behalf
of the Company.  The Company has not made timely payments to its
CFO.  Due to this breach of contract by the Company, the CFO has
agreed to an amendment of this employment agreement.  Effective
January 1, 2010, base salary will be $10,000 per month plus expenses, benefits
and reimbursement of related Company expenses.




F-27


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   4.Commitments and
contingencies (continued)





Royalty
agreements


In July
2000, the Company entered into royalty agreements with its CEO and its strategic
consultant granting each of them royalties equal to .75% on net sales of certain
MED products as defined.  In July 2001, these agreements were amended
to increase the royalties to 1.5% of net sales of certain MED products as
defined.  In October 2004, the agreements were amended
again.  Pursuant to that amendment, in the event of a change in
control of either MED or CPC of America, MED will be obligated to pay the CEO
and the strategic consultant each minimum royalty payments of $4,000,000 per
year.  On May 13, 2008, the Company’s CEO and its strategic consultant
cancelled these royalty agreements.




Office
lease


The
Company leases its Sarasota, Florida office space under a one-year lease at
$1,190 per month from a related party.  The lease expired November 30,
2005 and was on a month-to-month basis through December 31, 2009, at which time
the lease was cancelled.  Actual rent expense was $15,732 in 2009 and
$14,280 in 2008.





5.Related party
transactions





The
Company has a consulting agreement with its strategic consultant, a related
party (see note 4).  The Company has also entered into various
agreements with its strategic consultant for the research and development of
additional applications of the Company’s proprietary intellectual properties and
for office rent.  The Company incurred expenses under these agreements
as follows:




Year
      ended December 31,
              
              
              Cumulative2009
              
              
              2008
              
              
              from
      inceptionResearch
      and development:Consulting
              
              $
              173,247
              
              
              $
              551,948
              
              
              $
              6,309,233Expense
      reimbursements
              
              
              -
              
              
              
              -
              
              
              
              152,001Engineering
      development
              
              
              -
              
              
              
              -
              
              
              
              3,554,877Total
      R&D to related parties
              
              
              173,247
              
              
              
              551,948
              
              
              
              10,016,111General
      and administrative:Consulting
              
              
              43,312
              
              
              
              137,989
              
              
              
              1,553,816Rent
              
              
              15,732
              
              
              
              14,280
              
              
              
              113,972Expense
      reimbursements
              
              
              -
              
              
              
              -
              
              
              
              113,78959,044
              
              
              
              152,269
              
              
              
              1,781,577Total
      expenses to related parties
              
              $
              232,291
              
              
              $
              704,217
              
              
              $
              11,797,688
  F-28


CPC
OF AMERICA, INC. AND SUBSIDIARIES
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 December
31, 2009
   6.Subsequent
events





Events
subsequent to December 31, 2009, have been evaluated through April 15, 2010, the
date these financial statements were issued, to determine whether they should be
disclosed to keep the financial statements from being
misleading.  During this period, the Company issued $244,217 in
convertible debt agreements.  The debt bears interest at rates from
20% to 30% per annum and is due two years from the date the cash is
received and is convertible into the Company’s common stock at a rate equal to
the closing price of the Company’s stock on the day the cash is
received.  Management found no other subsequent events that should be
disclosed.










F-29


ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




None.




ITEM
9A. CONTROLS AND PROCEDURES




Management's
Report on Internal Control over Financial Reporting




Our
management, including our principal executive and principal financial officer,
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f), and 15d-15(f) under the
Securities Exchange Act of 1934). As defined by the SEC, internal control over
financial reporting is a process designed by, or under the supervision of, a
company's principal executive and principal financial officers and effected by
the company's board of directors, management and other personnel, 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. However, because of the inherent
limitations in all control systems, we believe that no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our company have been detected.




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we evaluated our
internal control over financial reporting as of December 31, 2009 based on the
framework in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that our internal control over financial reporting was
effective as of December 31, 2009.




During
the fiscal quarter ended December 31, 2009, there were no changes in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15(d)-15(e)) designed to ensure that information we are required
to disclose in the reports we file with the SEC is recorded, processed,
summarized and reported within the time periods specified in the rules of the
SEC. These disclosure controls and procedures are designed and maintained by or
under the supervision of our chief executive officer and chief financial
officer, as required by the rules of the SEC. Our chief executive officer and
chief financial officer are responsible for evaluating the effectiveness of the
disclosure controls and procedures. Based on their evaluation of our disclosure
controls and procedures as of the end of the period covered by this report, our
chief executive officer and chief financial officer believe that our disclosure
controls and procedures were effective as of December 31, 2009.




Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(d) or
Rule15d-15(d) promulgated under the Exchange Act that occurred during our
fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.







ITEM
9B. OTHER INFORMATION




Not
applicable.




-17-




PART
III




ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS




The
names, ages and biographical information of each of our directors and executive
officers as of December 31, 2009 are set forth below.




Name
            Director Since
            Age
            Position
  HeldRod
      A. Shipman
            1996
            59
            President and Chief
      Executive OfficerMarcia
      J. Hein
            2008
            51
            Treasurer and Chief
      Financial OfficerRafe
      Cohen
            1998
            62
            DirectorWilliam
      C. Lievense
            1996
            62
            DirectorRonald
      Cenko
            2008
            46
            Director




Set forth
below is a summary of our executive officers’ and directors’ business
experience. The experience and background of each of our directors, as
summarized above, were significant factors in his previously being nominated as
a director of the Company.




Rod A. Shipman.Mr.
Shipman has served as our president and chief executive officer since January
1997, and has served as our corporate secretary since July 1997.  Mr.
Shipman also served as our chief financial officer and treasurer from September
2000 to July 2008. Mr. Shipman has served as member of our board of directors
since our inception in May 1996.  Mr. Shipman has over 30 years of
experience in the medical industry with various public and private medical
suppliers and medical providers. Mr. Shipman received a Bachelor of Science
degree in Business Administration from Pepperdine University in Malibu,
California and a Masters degree in Public and Health Care Administration from
the University of San Francisco in San Francisco, California.




Marcia J. Hein.Ms. Hein has
served as our chief financial officer and treasurer, and a member of our board
of directors, since July 2008.  Ms. Hein has served as the owner and
manager of Marcia J. Hein, CPA, an accounting firm located in Fort Collins,
Colorado, since October 2003. Prior to that, Ms. Hein was a partner in
Cacciamatta Accountancy Corp., a registered independent public accounting firm
located in Irvine, California, from October 1994 to October 2003. Ms. Hein is
licensed as a certified public accountant in the states of Colorado and
California.  Ms. Hein holds a Bachelor of Science in accounting from
Western Kentucky University.




Rafe Cohen.Mr. Cohen has
served as a member of our board of directors since July 1998, and served as our
treasurer from July 1998 to September 2000.  For the past five years,
Mr. Cohen has served as president of Galaxy Theaters.  Mr. Cohen is
licensed as a certified public accountant by the state of
California.  Mr. Cohen received a Masters Degree in Business Taxation
from the University of Southern California in 1976, and a Masters Degree in
Finance from the University of California, Los Angeles in 1972.




William C. Lievense. Mr.
Lievense has served as a member of our board of directors since October 1996.
From 2004 until his retirement in 2009, Mr. Lievense was employed by Triad
Hospitals, Inc. as the chief executive officer of its hospital in Jonesboro,
Arkansas.  Mr. Lievense was the president and chief executive officer
of Columbia/Doctors Hospital of Sarasota, Florida, and its predecessor, Galen
Health Care Corporation from 1993 to his retirement in January
2000.  Mr. Lievense has over 25 years of experience in the medical
industry, including extensive experience with the operation of
hospitals.  Mr. Lievense received a Bachelor of Arts degree in
Sociology from Alma College in Alma, Michigan and received a Masters degree in
Business Administration from the University of Louisville,
Kentucky.




-18-




Ronald Cenko.





Family
Relationships




There are
no family relationships among our directors and executive officers.




Involvement
in Certain Legal Proceedings




None of
our directors or executive officers has, during the past ten years:






●
            Had
      any petition under the federal bankruptcy laws or any state insolvency law
      filed by or against, or had a receiver, fiscal agent, or similar officer
      appointed by a court for the business or property of such person, or any
      partnership in which he was a general partner at or within two years
      before the time of such filing, or any corporation or business association
      of which he was an executive officer at or within two years before the
      time of such filing;●
            Been
      convicted in a criminal proceeding or a named subject of a pending
      criminal proceeding (excluding traffic violations and other minor
      offenses);●
            Been
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from, or otherwise limiting, the following
      activities:i.
            Acting
      as s futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, any other person regulated by the Commodity Futures Trading
      Commission, or an associated person of any of the foregoing, or as an
      investment adviser, underwriter, broker or dealer in securities, or as an
      affiliated person, director or employee of any investment company, bank,
      savings and loan association or insurance company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;ii.
            Engaging
      in any type of business practice; oriii.
            Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state
      securities laws or federal commodities laws;●
            Been
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending, or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described in (i.) above, or to be
      associated with persons engaged in any such activity;●
            Been
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, where the judgment
      in such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated; or●
            Been
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, where the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended, or vacated.●
            Been
      subject or, or a party to, any federal or state judicial or administrative
      order, judgment, decree, or finding, not subsequently reversed, suspended
      or vacated, relating to an alleged violation of:i.
            Any
      federal or state securities or commodities law or regulation;
      orii.
            Any
      law or regulation respecting financial institutions or insurance companies
      including, but not limited to, a temporary or permanent injunction, order
      of disgorgement or restitution, civil money penalty or temporary or
      permanent cease-and-desist order, or removal or prohibition order;
      oriii.
            Any
      law or regulation prohibiting mail or wire fraud or fraud in connection
      with any business entity; or●
            Been
      the subject of, or a party to, any sanction or order, not subsequently
      reversed, suspended or vacated, of any self-regulatory organization (as
      defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any
      registered entity (as defined in Section 1(a)(29) of the Commodity
      Exchange Act), or any equivalent exchange, association, entity or
      organization that has disciplinary authority over its members or persons
      associated with a member.




-19-




Code
of Ethics




We have
adopted a code of ethics that applies to the principal executive officer and
principal financial and accounting officer. We will provide to any person
without charge, upon request, a copy of our code of ethics. Requests may be
directed to our executive offices at 5348 Vegas Drive, #89, Las Vegas, Nevada
89108; Attention: Investor Relations.




Section
16(a) BeneficialOwnership Reporting Compliance





Rules
adopted by the SEC under Section 16(a) of the Securities Exchange Act of 1934,
or the Exchange Act, require our officers and directors, and persons who own
more than 10% of the issued and outstanding shares of our equity securities, to
file reports of their ownership, and changes in ownership, of such securities
with the SEC on Forms 3, 4 or 5, as appropriate. Such persons are required by
the regulations of the SEC to furnish us with copies of all forms they file
pursuant to Section 16(a).





Based
solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us
during our most recent fiscal year, and any written representations provided to
us, we believe that all of the officers, directors, and owners of more than ten
percent of the outstanding shares of our common stock complied with Section
16(a) of the Exchange Act for the year ended December 31, 2009.




Recommendation
of Nominees to the Board




There
were no changes to the procedures by which our stockholders may recommend nominees to our board of
directors.




Diversity




Our
Board of Directors does not currently consider diversity in identifying director
nominees, and we do not currently have a policy regarding diversity on the
Board.




Audit
Committee; Financial Expert




We do not
have a separately designated standing audit committee or a committee performing
similar functions.  We do, however, consider Mr. Cenko, one of our
directors, a financial expert.




-20-




ITEM
11. EXECUTIVE COMPENSATION




The
following summary compensation table indicates the cash and non-cash
compensation earned during the years ended December 31, 2009 and 2008 by (i) our
Chief Executive Officer (principal executive officer), and (ii) our Chief
Financial Officer.




Name and
                Principal Position
              
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
                Awards
                ($)
              
              
              Option
                Awards
                ($)(1)
              
              
              Non-
                Equity
                Incentive
                Plan
                Compen-
                sation
                ($)
              
              
              Non-
                qualified
                Deferred
                Compen-
                sation
                Earnings
                ($)
              
              
              All
                Other
                Comp-
                ensation
                ($)
              
              
              Total
                ($)Rod
      A. Shipman, CEO
              
              2009
              
              
              337,473
              (2)
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              337,4732008
              
              
              689,935
              (3)
              
              
              ―
              
              
              
              ―
              
              
              
              7,351,666
              (9)
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              8,041,601Marcia
      Hein, CFO (10)
              
              2009
              
              
              60,000
              (4)
              (5)
              
              ―
              
              
              
              73,000
              (6)
              (7)
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              133,0002008
              
              
              30,000
              (5)
              
              
              ―
              
              
              
              30,000
              (6)
              
              
              126,961
              (8)
              
              
              ―
              
              
              
              ―
              
              
              
              ―
              
              
              
              186,961
  (1)
              The
      dollar amounts in this column reflect the dollar amount recognized
      for financial statement reporting purposes for the fiscal years ended
      December 31, 2009 and 2008, in accordance with generally accepted
      accounting principles.  Assumptions used in the calculation of
      this amount are included in footnote (1) to our audited financial
      statements for the fiscal years ended December 31, 2009 and
      2008.(2)
              Of
      the $337,473 in salary for 2009, $119,266 was paid in cash, and $218,207
      was accrued as of December 31, 2009.  Mr. Shipman was personally
      responsible for the payment of and not entitled to seek reimbursement from
      CPC for any travel, entertainment, or other business expenses he incurred
      in connection with the performance of his duties on behalf of
      CPC.  In addition, during the reported periods, Mr. Shipman
      received no benefits from us and paid all routine office expenses,
      including postage, courier, phone and supplies without reimbursement from
      us.(3)
              Of
      the $689,935 in salary earned in 2008, $151,565 was paid via offset
      against the exercise price payable by Mr. Shipman on his option exercises
      during 2008, $344,966 was forgiven by Mr. Shipman, $20,920 was paid in
      cash, and $172,484 was accrued as of December 31, 2008.  The
      amount accrued at December 31, 2008 was paid in the first quarter of
      2009.  Mr. Shipman was personally responsible for the payment of
      and not entitled to seek reimbursement from CPC for any travel,
      entertainment, or other business expenses he incurred in connection with
      the performance of his duties on behalf of CPC.  In addition,
      during the reported periods, Mr. Shipman received no benefits from us and
      paid all routine office expenses, including postage, courier, phone and
      supplies without reimbursement from us.(4)
              Of
      the $60,000 in salary earned in 2009, $15,000 was paid in cash, and
      $45,000 was accrued as of December 31, 2009.(5)
              Ms.
      Hein was personally responsible for the payment of and not entitled to
      seek reimbursement from CPC for any travel, entertainment, or other
      business expenses she incurred in connection with the performance of her
      duties on behalf of CPC.  In addition, during the reported
      periods, Ms. Hein received no benefits from us and paid all routine office
      expenses, including postage, courier, phone and supplies without
      reimbursement from us.(6)
              Pursuant
      to her employment agreement, Ms. Hein was granted 30,000 shares of our
      Series E Preferred Stock, of which 10,000 shares vested ($60,000) in 2009
      and 5,000 shares vested ($30,000) in 2008 and the balance will be issued
      in 30 equal monthly installments, subject to Ms. Hein’s continued
      employment.(7)
              In
      May 2009, Ms. Hein was granted 2,167 shares of our Series E Preferred
      Stock for total compensation of $13,000.


(8)
            In
      October 2008, Ms. Hein was granted options to purchase 50,000 shares of
      common stock which have an exercise price of $4.45 per share and which
      vest and became exercisable immediately and expire October 8,
      2013.(9)
            In
      April 2008, Mr. Shipman was granted options to purchase 1,607,565 shares
      of common stock which have an exercise price of $7.90 per share and which
      vest and became exercisable immediately and expire April 25, 2013. In
      2009, Mr. Shipman voluntarily cancelled 1,469,194 of these
      options(10)
            Ms.
      Hein was hired as the Chief Financial Officer on July 1,
    2008




-21-





Employment
Agreements





The employment agreements with our CEO
and CFO are disclosed in note 4 to the accompanying financial
statements.





Outstanding
Equity Awards at Fiscal Year-End




Option
      Awards
            
            Stock
      AwardsName
            
            Number of
              Securities
              Underlying
              Unexercised
              Options
      (#)
              Exercisable
            
            
            Number of
              Securities
              Underlying
              Unexercised
              Options
      (#)
              Unexercisable
            
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
      (#)
            
            
            Option
              Exercise
              Price
      ($)
            
            Option
              Expiration
              Date
            
            Number
              ofShares
              or Units
              of Stock
              That
              HaveNot
              Vested
              (#)
            
            
            Market
              Value
      of
              Shares or
              Units of
              Stock That
              Have Not
              Vested
      ($)
            
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Unearned
              Shares,
              Units,or
              Other
              Rights
              That
              Have Not
              Vested
      (#)
            
            
            Equity
              Incentive
              Plan Awards:
              Market or
              Payout
              Value
      of
              Unearned
              Shares, Units,
              or Other
              Rights That
              Have Not
              Vested
      (#)Rod
      A. Shipman
            
            
            100,000
            (1)
            
            
            0
            
            
            
            0
            
            
            $
            7.90
            
            4/24/13
            
            
            ―
            
            
            
            ―
            
            
            
            ―
            
            
            
            ―Marcia
      Hein
            
            
            50,000
            (2)
            
            
            0
            
            
            
            0
            
            
            $
            4.45
            
            10/08/13
            
            
            ―
            
            
            
            ―
            
            
            
            ―
            
            
            
            ―





(1)
            On
      April 25, 2008, we granted Mr. Shipman options to purchase 1,607,565
      shares of common stock which vest and became exercisable
      immediately.  The exercise price was $7.90 and the options
      expire April 24, 2013.  Mr. Shipman exercised 38,371 of these
      shares in lieu of salary in 2008, and cancelled 1,469,194 of the options
      in 2009.(2)
            On
      October 8, 2008, we granted Ms. Hein options to purchase 50,000 shares of
      common which vest and became exercisable
  immediately.





Director
Compensation Table





Name
            
            Fees
      Earned
              or
      Paid
              in
      Cash
              ($)
              (b)
            
            Stock
              Awards
              ($)
              (c)
            
            Option
              Awards
              ($)
              (d)
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
              (e)
            
            Change
      in
              Pension
              Value
      and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
              (f)
            
            All
      Other
              Compensation
              ($)
              (g)
            
            Total
              ($)
              (h)Rafe
      Cohen
            
            --
            
            15,000
            
            -
            
            --
            
            --
            
            --
            
            15,000William
      Lievense
            
            --
            
            13,000
            
            -
            
            --
            
            --
            
            --
            
            13,000Ronald
      Cenko
            
            --
            
            15,000
            
            -
            
            --
            
            --
            
            --
            
            15,000Marcia
      Hein
            
            --
            
            13,000
            
            -
            
            --
            
            --
            
            --
            
            13,000




Prior to March 2009, we did not pay any
regular fees to our independent directors, however in January 2009 the
compensation committee of our board of directors engaged an independent
compensation consulting firm, Pure Compensation, LLC, to advise the committee on
matters of executive and director compensation.  In March 2009, our
compensation committee recommended to our full board of directors, based on the
analysis and input of Pure Compensation, LLC, that each independent director by
be paid an annual fee of $10,000,  with an additional annual fee of
$2,000 payable to each of our committee chairpersons at that
time.  All independent directors also receive reimbursement for all
out of pocket expenses incurred with their attendance of board and committee
meetings.  Mr. Shipman rejected his $12,000 in compensation and asked
that it be divided equally among the remaining directors.  Each
director agreed to receive his or her compensation in our Series E preferred
stock; consequently Mr. Cohen and Mr. Cenko received 2,500 shares of Series E
Preferred Stock each and Mr. Lievense and Ms. Hein received 2,167 shares of
Series E Preferred Stock each.





-22-




ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The table
below sets forth the beneficial ownership of our common stock, as of April 2,
2010, by:






●
            All of our directors
      and executive officers, individually;●
            All of our directors
      and executive officers, as a group; and●
            All persons who
      beneficially owned more than 5% of our outstanding common
  stock.





The
beneficial ownership of each person was calculated based on 9,537,051 shares of
our common stock outstanding as of April 2, 2010, according to the record
ownership listings as of that date, the beneficial ownership reports filed by 5%
beneficial owners with the SEC and the verifications we solicited and received
from each director and executive officer. The SEC has defined “beneficial
ownership” to mean more than ownership in the usual sense. For example, a person
has beneficial ownership of a share not only if he owns it in the usual sense,
but also if he has the power to vote, sell or otherwise dispose of the share.
Beneficial ownership also includes the number of shares that a person has the
right to acquire within 60 days of April 2, 2010, pursuant to the exercise of
options or warrants or the conversion of notes, debentures or other
indebtedness, but excludes stock appreciation rights. Two or more persons might
count as beneficial owners of the same share. Unless otherwise noted, the
address of the following persons listed below is c/o CPC of America, 5348 Vegas
Drive, #89, Las Vegas, Nevada 89108.





Name
      of Director, Executive Officer or Nominee
            
            Shares(1)
            
            
            
            PercentageRod
      A. Shipman
            
            
            986,832
            (2
            )
            
            
            10.2
            %Rafe
      Cohen
            
            
            80,455
            (3
            )(4)
            
            
            1.2
            %William
      C. Lievense
            
            
            119,727
            (4
            )(5
            
            
            1.2
            %Marcia
      Hein
            
            
            92,909
            (4
            )(6)
            
            
            1.0
            %Ronald
      Cenko
            
            
            55,455
            (3
            )(4)
            
            
            *All
      directors and executive officers as a group (5 persons)
            
            
            1,372,377
            
            
            
            
            14.0
            %*
      Less than one percent  Name
      and Address of 5% HolderCTM
      Group, Inc.
              
              
              3,169,940
              (7
              )
              
              
              28.6
              %1350
      East Flamingo, #800Las
      Vegas, Nevada 89119


(1)
            Unless
      otherwise noted, the persons identified in this table have sole voting and
      sole investment power with regard to the shares beneficially owned by
      them.(2)
            Includes
      options to purchase 100,000 shares of common stock(3)
            Includes
      5,455 shares of common stock issuable upon conversion of 2,500 shares of
      Series E Preferred Stock beneficially owned as of April 2,
      2010.  The Series E Preferred Stock was issued for service on
      the Board of Directors.(4)
            Includes
      options to purchase 50,000 shares of common stock.(5)
            Includes
      4,727 shares of common stock issuable upon conversion of 2,167 shares of
      Series E Preferred Stock beneficially owned as of April 2,
      2010.  The Series E Preferred Stock was issued for service on
      the Board of Directors.(6)
            Includes
      42,909 shares of common stock issuable upon conversion of 19,667 shares of
      Series E Preferred Stock beneficially owned by Ms. Hein as of April 2,
      2010.  Pursuant to her employment agreement, Ms. Hein was
      granted 30,000 shares of our Series E Preferred Stock, of which 5,000
      shares vested upon the execution of the employment agreement and the
      balance will be issued in 30 equal monthly installments, subject to Ms.
      Hein’s continued employment.  As of April 2, 2010, 17,500 of
      these shares had vested. In addition, Ms. Hein received 2,167 shares of
      Series E Preferred Stock in 2009 for service on the Board of
      Directors.(7)
            Includes
      options to purchase 1,553,907 shares of common stock at $7.90 which expire
      on or before April 23, 2013.  Exercise of all these options for
      cash would create $12,275,865 of capital to the
  Company.





-23-




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




CTM Agreements





In 1998,
we entered into a consulting agreement with CTM Group, Inc.  Under the
consulting agreement, CTM Group, Inc., was to provide strategic planning
services to our company.  Mr. Paul Shabty is the key consultant from
the CTM Group, Inc. who provides these consulting services. Mr. Shabty is the
co-inventor of our CPCA 2000 counterpulsation device and was primarily
responsible for the development of the mechanical and electrical features of the
device. Mr. Shabty was responsible for identifying the opportunity to acquire
the technology underlying our MedClose device and was primarily responsible for
the negotiation and acquisition of the technology in 1993. Following the
acquisition of the MedClose technology, Mr. Shabty played a key role in the
development of the MedClose technology, including the design and engineering of
the MedClose device, the development of additional applications of the
technology outside of vascular closure and interfacing with our contract
research and development firm, BioMed Research, Inc., concerning animal testing
and clinical trials. Mr. Shabty is named as the co-inventor, along with our
chief executive officer, Rod Shipman, on two patent applications relating to the
MedClose device.




Mr.
Shabty is a founder of our company and served as our president, treasurer and
chairman of the board from April 1996 to January 1997.  Mr. Shabty was
a member of the Board of Trustees of Columbia/Doctors Hospital of Sarasota,
Florida. He is a former director of TD Technologies, Inc., a private engineering
and software company, and Advanced Technologies Management Corporation, a
medical software and management company. Mr. Shabty has been involved in the
medical and manufacturing industries since 1970. He was the founder, chairman of
the board and chief executive officer of Medical Clinic Unlimited, Inc., which
specialized in both the provision of outpatient dialysis services and the
manufacturing of medical devices, equipment and supplies. From October 1993 to
September 1994, Mr. Shabty served as executive vice president of U.S. Diagnostic
Labs, Inc., a physician practice management provider specializing in diagnostic
imaging centers. Mr. Shabty received a Bachelor of Arts degree in Accounting
from the University of Tel Aviv.




Pursuant
to the consulting agreement, we made payments to CTM Group amounting to $216,559
in 2009 and $689,937 in 2008. We also sublease warehouse space in Sarasota,
Florida from CTM Group and paid CTM Group lease payments of $15,732 in 2009 and
$14,280 in 2008.  Of these amounts payable, CTM Group declined to take
a cash payment and instead applied to the exercise of outstanding options to all
consulting and rent expenses in 2009 and 2008.  The CTM Group
consulting agreement expired by its terms on April 23, 2008, and will not be
extended.  After the expiration of the consulting agreement, there
will be no further consulting arrangement between us and CTM Group or Mr.
Shabty.




In July
2000, our board of directors approved, and caused our subsidiary, Med Enclosure
LLC, to award, bonuses to our chief executive officer, Rod A. Shipman and CTM
Group, Inc in the form of a royalty on the net sale of products of Med Enclosure
derived from two of its three patents. Under the original royalty agreements,
Mr. Shipman and CTM Group were to each receive a royalty in the amount of
three-quarters of one percent (.75%) on all net sales of products subject to the
royalty agreement. In July 2001, our board of directors approved amendments to
the royalty agreements increasing the royalties payable to Mr. Shipman and CTM
Group to one and one-half percent (1.5%) on all net sales. In October 2004, our
board of directors approved further amendments to the royalty agreements with
Mr. Shipman and CTM Group. Pursuant to those amendments, in the event of a
change in control of either Med Enclosure or CPC of America, Med Enclosure shall
be obligated to pay Mr. Shipman and CTM Group each minimum royalty payments of
$4,000,000 per year. CTM Group beneficially owns approximately 31.8% of our
outstanding common shares.  In May 2008, each of Rod Shipman and CTM
Group cancelled their royalty agreements with Med Enclosure.  In
exchange, we granted Mr. Shipman and CTM Group options to purchase 1,607,565 and
1,583,311 shares of our common stock respectively.  The options are
exercisable immediately at an exercise price of $7.90 per share, and the options
expire on April 24, 2013.  At the same time, Mr. Shipman also
cancelled previously granted options to purchase 275,000 shares of common stock
at $29.12 per share and 50,000 shares of common stock at $30.00 per
share.  Mr. Shipman exercised 38,371 of these options in lieu of
salary in 2008, cancelled  1,469,194 options in 2009, and the
remaining 100,000 options are outstanding.  Mr. Shabty exercised
29,404 of these options in lieu of consulting fees and rent in 2009 and the
remaining 1,553,907 options remain outstanding.




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ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




Independent
Registered Public Accounting Firm Fees





The
following table sets forth the aggregate fees billed to us for services rendered
to us for the years ended December 31, 2009 and 2008 by our independent
registered public accounting firm for such years, fees for the audit of our
consolidated financial statements for the years ended December 31, 2009 and
2008, and assistance with the reporting requirements thereof, the review of our
condensed consolidated financial statements included in our quarterly reports on
Form 10-Q.





2009
            
            
            2008Audit
      Fees
            
            $
            97,350
            
            
            $
            84,000Audit-Related
      Fees
            
            
            --
            
            
            
            --Tax
      Fees
            
            
            --
            
            
            
            --All
      Other Fees
            
            
            --
            
            
            
            --$
            97,350
            
            
            $
            84,000





Pre-Approval
Policies and Procedures





We have
implemented pre-approval policies and procedures related to the provision of
audit and non-audit services.  Under these procedures, our board
pre-approves all services to be provided by Cacciamatta Accountancy Corporation
and the estimated fees related to these services.







ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(a)  List
of Financial Statements.




Reference
is made to the Index and Financial Statements under Item 8 in Part II hereof
where these documents are listed




(b)  Index
to Exhibits




3.1
            Articles
      of Incorporation of the Company (1)




3.2
            Certificate
      of Amendment of Articles of Incorporation
(3)




3.3
            Bylaws
      of the Company (1)




3.4
            Amended
      and Restated Operating Agreement for Med Enclosures LLC
  (6)




4.1
            Specimen
      of Common Stock Certificate (1)




4.2
            Certificate
      of Designations of the Company's Series A Preferred Stock
    (4)




4.3
            Certificate
      of Designations of the Company's Series B Preferred Stock
    (7)




4.4
            Certificate
      of Designations of the Company's Series C Preferred Stock
    (7)




4.5
            Certificate
      of Designations of the Company's Series D Preferred Stock
    (9)




4.6
            Certificate
      of Designations of the Company's Series E Preferred Stock
    (13)




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10.1
            Stock
      Purchase Agreement between the Company and DSDS Group, Inc. dated July 25,
      1997 (1)




10.2
            Employment
      Agreement dated April 23, 1998 between the Company and Rod A. Shipman
      (2)




10.3
            Amendment
      to Employment Agreement dated April 1, 1999 between the Company and Rod A.
      Shipman (4)




10.4
            Amendment
      to Consulting Agreement dated April 1, 1999 between the Company and CTM
      Group, Inc. (4)




10.5
            Letter
      Agreement between the Company and Leslie J. Kessler dated May 18, 1999
      (5)




10.6
            Membership
      Interest Purchase Agreement dated September 30, 2002 between Gene Myers
      Enterprises, Inc. and the
Company (8)




10.7
            Technology
      Agreement dated October 29, 2002 between Med Close Corp. and Med Enclosure
      LLC (8)




10.8
            Amendment
      No. 2 dated January 1, 2003 to Employment Agreement dated April 23, 1998
      between the Company and Rod A. Shipman
(9)




10.9
            Amendment
      No. 3 dated October 15, 2004 to Royalty Agreement between Med Enclosure,
      LLC and Rod A. Shipman (10)




10.10
            Amendment
      No. 3 dated October 15, 2004 to Royalty Agreement between Med Enclosure,
      LLC and CTM Group, Inc. (10)




10.11
            Membership
      Interest Purchase Agreement dated November 30, 2004 between Gene Myers
      Enterprises, Inc. and the Company
(11)




10.12
            Membership
      Interest Purchase Agreement dated January 31, 2005 between Gene Myers
      Enterprises, Inc. and the Company
(11)




10.13
            Amendment
      No. 3 dated May 31, 2005 to Employment Agreement dated April 23, 1998
      between the Company and Rod A. Shipman
(12)




10.14
            Employment
      Agreement dated February 4, 2009 between the Company and Marcia J. Hein
      (14)




10.15
            Product
      Development Agreement dated March 9, 2009 between the Company and Olex
      Hnojewyj (15)


31.1
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 *


31.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*




32.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. ss.1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  *




32.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. ss.1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  *


_______________


* Filed
herewith




-26-




(1)  Previously
filed as part of the Company's registration statement on Form 10-SB filed with
the Securities and Exchange Commission on April 20, 1998, and incorporated
herein by reference.




(2)  Previously
filed as part of the Company's registration statement on Form S-8 filed with the
Securities and Exchange Commission on July 14, 1998, and incorporated herein by
reference.




(3)  Previously
filed as part of the Company's registration statement on Form 10-SB/A filed with
the Securities and Exchange Commission on August 14, 1998, and incorporated
herein by reference.




(4)  Previously
filed as part of the Company's quarterly report on Form 10-QSB for the quarter
ended March 31, 1999 filed with the Securities and Exchange Commission on May
17, 1999, and incorporated herein by reference.




(5)  Previously
filed as part of the Company's quarterly report on Form 10-QSB for the quarter
ended June 30, 1999 filed with the Securities and Exchange Commission on August
9, 1999, and incorporated herein by reference.




(6)  Previously
filed as part of the Company's annual report on Form 10-KSB for the year ended
December 31, 2000 filed with the Securities and Exchange Commission on April 17,
2001, and incorporated herein by reference.




(7)  Previously
filed as part of the Company's quarterly report on Form 10-QSB for the quarter
ended September 30, 2001 filed with the Securities and Exchange Commission on
November 14, 2001, and incorporated herein by reference.




(8)  Previously
filed as part of the Company's quarterly report on Form 10-QSB for the quarter
ended September 30, 2002 filed with the Securities and Exchange Commission
on November 19, 2002, and incorporated herein by reference.




(9)  Previously
filed as part of the Company's annual report on Form 10-KSB for the year ended
December 31, 2002 filed with the Securities and Exchange Commission on March 31,
2003, and incorporated herein by reference.




(10)  Previously
filed as part of the Company's quarterly report on Form 10-QSB for the quarter
ended September 30, 2004 filed with the Securities and Exchange Commission
on November 15, 2004, and incorporated herein by reference.




(11)  Previously
filed as part of the Company's current report on Form 8-K filed with the
Securities and Exchange Commission on February 22, 2005, and incorporated herein
by reference.








(13)  Previously
filed as part of the Company's annual report on Form 10-K for the year ended
December 31, 2007 filed with the Securities and Exchange Commission on March 17,
2008, and incorporated herein by reference.




(14)  Previously
filed as part of the Company’s current report on Form 8-K filed with the
Securities and Exchange Commission on February 6, 2009, and incorporated herein
by reference.




(15)  Previously
filed as part of the Company’s current report on Form 8-K filed with the
Securities and Exchange Commission on March 13, 2009, and incorporated herein by
reference.




(c)  Financial
Statement Schedules




Financial
statement schedules are either not required or the required information is
included in the consolidated financial statements or notes thereto filed under
Item 8 in Part II hereof.




-27-




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




CPC
      OF AMERICA, INC.Date:
      April 15, 2010
              By:
              /s/ Rod
      A. ShipmanRod
      A. Shipman,President
      and,
                Chief
      Executive Officer (principal executive officer)


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Name
            Capacity
            Date/s/ Rod A.
      Shipman
              Rod
      A. Shipman
            Chairman
      of the Board, Presidentand
      Chief Executive Officer (principalexecutive
      officer)
            April
      15, 2010/s/ Marcia J.
      Hein
              Marcia
      J. Hein
            Chief
      Financial Officer andTreasurer(principal
      financial and accountingOfficer),  and
      Director
            April
      15, 2010





/s/ Rafe
      Cohen
              Rafe
      Cohen
            Director
            April
      15, 2010





/s/ William
      Lievense
              William
      Lievense
            Director
            April
      15, 2010/s/ Ronald P.
      Cenko
              Ronald
      P. Cenko
            Director
            April
      15, 2010





-28-