On July 1, 2009, CPC of America, Inc. (the "Company") amended the terms of its Series E Preferred Stock by filing with the Nevada Secretary of State an amendment ("Amendment") to the Certificate of Designations of the Series E Preferred Stock filed with the Nevada Secretary of State on March 17, 2008 and amended on June 15, 2009 ("Certificate of Designations"). The Amendment was approved by the Board of Directors of the Company and the holders of a majority of the outstanding shares of Series E Preferred Stock.

The Amendment was filed for the purpose of reducing the conversion price of the Series E Preferred Stock from $3.92 per share to $2.75 per share. The practical effect of the amendment will be to increase the number of common shares to be issued to the holders of the Series E Preferred Stock upon conversion of the Series E Preferred Shares. For example, upon the conversion of 10,000 shares of Series E Preferred Stock at the former conversion price of $3.92 per share, the holder would receive 15,306 common shares; whereas, upon the conversion of 10,000 shares of Series E Preferred Stock at the revised conversion price of $2.75 per share, the holder would receive 21,818 common shares.

The conversion price of $2.75 per share will apply to all conversions of the Series E Preferred Stock that take place subsequent to the date of the Amendment, including all conversions of the Series E Preferred Stock sold prior to the Amendment.

(d) Exhibits

         Exhibit No.    Description
             3.1        Amendment to the Certificate of Designations of
                        the Series E Preferred Stock