Mail Stop 3561
December 13, 2005
Kambiz Mahdi
Probe Manufacturing, Inc.
3050 Pullman Street
Costa Mesa, CA 92626
Re: Probe Manufacturing, Inc.
Amendment No. 6 to Form SB-2
File No. 333-125678
Filed November 25, 2005
Dear Mr. Mahdi:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments. Our page numbers refer to those used in the marked
courtesy copies of your amendment.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
* * * * *
1. In your amended filing, please revise to include the new
undertakings which became effective on December 1, 2005. See
Questions 3 through 6 in Securities Offering Reform Transition
Questions and Answers, which is available on our web site at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm. See also
revised Item 512(a) and new Item 512(g) of Regulation S-B, which
were
adopted in Securities Offering Reform, Release No. 33-8591 (July
19,
2005).
The Offering, page 5
2. As previously requested by our prior comment 3 of our November
4,
2005 letter, please state clearly that you are not registering for
resale the common stock underlying the warrants. We note your
response to our prior comment, but are unable to locate the
described
revisions in the actual prospectus.
Summary of Financial Information, page 7
3. Please disclose on page 7 the interim financial information for
the nine months period ended September 30, 2005 and September 30,
2004.
Selling Security Holders, page 18
4. As requested by our prior comment 6, please include in the
"Number
of Shares Beneficially Owned Before the Offering" column all
shares
that are issuable upon conversion or exercise of another security.
As noted in that prior comment, each shareholder is considered to
currently beneficially own any shares that can be received upon
exercise or conversion within 60 days. Make similar changes, as
necessary, to the beneficial ownership table on page 29.
Management`s Discussion and Analysis, page 40
5. Please delete the reference to the safe harbors provided by the
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such safe harbors are available
only to issuers that are subject to the reporting requirements of
the
Securities Exchange Act of 1934 at the time the covered statements
are made. You are not yet subject to such reporting requirements.
For that same reason, please also delete the reference to the
"safe
harbors created by the Exchange Act."
6. Please delete the reference to "Forms 10-K, 10-Q, S-3, and S-
4."
You have not filed any of these forms.
7. We note that the disclosure under the above caption does not
meet
the requirements of Item 303(b) of Regulation S-B. As required by
Item 303(b)(1) of Regulation S-B, you have not included the
discussion of the full fiscal years ended December 31, 2004 and
December 31, 2003. Also, tell us why you believe that the
disclosure
required by Item 303(c) is not required in the amended filing.
8. Please revise and update the disclosure presented under first
paragraph under the caption "Plan of operation" on page 42, as the
information presented relates to the six months ended June 30,
2005.
Financial Statements
Consent of Independent Public Accountants
9. We note that you have not included in the amended filing the
consent of Jasper and Hall to cover their report dated May 25,
2005
on the fiscal year ended December 31, 2004. Please included in
the
amended filing currently dated and signed consents of the
independent
accountants in each amendment to the Form SB-2. Refer to Item 302
of
Regulation S-T.
Independent auditors` report, page F-2
10. In response to prior comment 13, we note that the auditor`s
report has not been revised. Please request your prior auditors,
Michael Johnson & Company., LLC, revise their report to make
reference to the Standards of the Public Company Accounting
Oversight
Board in accordance with auditing standard no. 1 of the PCAOB.
Notes to financial statements
Note 2. Summary of significant accounting policies
Revenue recognition
11. We note your response and the revised disclosure on page F-32
in
response to our prior comment 14. You indicate in your revenue
recognition policy on page F-32 that "Terms are generally FOB
origination with the right of inspection and acceptance. Please
tell
us what is meant by the term "generally." Also, we note that the
revenue recognition policy disclosed on page F-10 has not been
revised as previously requested.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Gopal Dharia at (202) 551-3353 or Terry
French
at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters. Please contact Ted Yu
at
(202) 551-3372, Michele M. Anderson, Legal Branch Chief, at (202)
551-3833, or me at (202) 551-3810 with any other questions.
Sincerely,
Michele M. Anderson
Legal Branch Chief
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Kambiz Mahdi
Probe Manufacturing, Inc.
December 13, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE