Clean Energy Technologies, Inc. — Regulatory Filings 2006

Jun 14, 2006

S-8 1 s8forprobe.htm S-8 html PUBLIC "-//IETF//DTD HTML//EN" As filed with the Securities and Exchange Commission on April 29, 2005

As filed with the Securities and Exchange Commission on June 9, 2006.

Registration No. 333-________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Probe Manufacturing, Inc.

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(Exact Name of Registrant as Specified in its Charter)

PROBE MANUFACTURING, INC.

(Exact name of issuer as specified in its charter)

NEVADA 20-2675800

(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification No.)

3050 Pullman Street, Costa Mesa, CA 92626

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 424-2960

Director’s Compensation

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(Full title of the Plan)

Reza Zarif

Chief Executive Officer

Probe Manufacturing, Inc.

3050 Pullman Street

Costa Mesa, California 92626

(714) 424-2960

(Name, address, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed

Title of Maximum

Proposed

Securities to be Amount to be

Offering Price Aggregate

Amount of

Registered Registered (1)

Per Share(2) Offering Price Registration Fee

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Common Stock 500,000

$0.10 $50,000

$5.35

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(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act"),

this registration statement shall be deemed to cover additional securities that

may be offered or issued to prevent dilution resulting from stock splits, stock

dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee

pursuant to Rule 457(c) on the basis of the average of the high and low

prices of the common stock of the Registrant as traded in the over-the

counter market and reported on the OTC Electronic Bulletin Board of the

National Association of Securities Dealers on June 7, 2006.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

ITEM 1. PLAN INFORMATION.

Pursuant to the Note to Part I of the Form S-8, the information required by Part

I is not filed with the Securities and Exchange Commission.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The Registrant will provide without charge to each person to whom a copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference. Requests for such information should be directed to Probe Manufacturing, Inc., 3050 Pullman Street, Costa Mesa, California 92626.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, as amended, filed pursuant to Section 13(c) or 15(d) of then Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b) All other reports filed by Registrant pursuant to Section 13(c) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-KSB referred to in (a) above.

ITEM 4. DESCRIPTION OF SECURITIES.

The Registrant is authorized to issue 200 million shares of common stock, $0.001 par value, and 10 million shares of preferred stock, $0.001 par value.

Voting Rights. Holders of shares of common stock are entitled to one vote a share on all matters submitted to a vote of the shareholders. Shares of common stock do not have cumulative voting rights, which means that the holders of a majority of the shareholder votes eligible to vote and voting for the election of the board of directors can elect all members of the board of directors.

Dividend Rights. Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available therefore.

Liquidation Rights. Upon any liquidation, dissolution or winding up of the company, holders of shares of common stock are entitled to receive pro rata all of the assets of the company available for distribution to shareholders after distributions are made to the holders of the company's preferred stock.

Preemptive Rights. Holders of common stock do not have any preemptive rights to subscribe for or to purchase any stock, obligations or other securities of the company.

Dissenters' Rights. Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the company to purchase his shares. Dissenters' rights commonly arise in extraordinary transactions such as:

• mergers,

• consolidations,

• reorganizations,

• substantial asset sales,

• liquidating distributions, and

• certain amendments to the Registrant's certificate of incorporation.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert or counsel will receive a direct or indirect interest in the small business issuer or was a promoter, underwriter, voting trustee, director or officer or employee of registrant. Nor does any expert or counsel have any contingent based agreement with us or any other interest in or connection to us.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ARTICLE VI of our Bylaws states that to the extent and in the manner permitted by the laws of the State of Nevada, and specifically as is permitted under the Nevada Revised Statutes pertaining to Corporations, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement.

The Nevada Revised Statute generally provides that:

A corporation may indemnify an individual made a party to a proceeding because

he is or was a director, against liability incurred in the proceeding if:

(a) his conduct was in good faith; and

(b) he reasonably believed that his conduct was in, or not opposed to, the

corporation's best interests; and

(c) in the case of any criminal proceeding, he had no reasonable cause to

believe his conduct was unlawful.

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the proceeding, to which he was a party because he is or was a director of the corporation, against reasonable expenses incurred by him in connection with the proceeding or claim with respect to which he has been successful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No. Description

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5.1 Opinion of Catherine Basinger, Esq.

23.1 Consent of Auditor

23.2 Consent of Counsel (included in Exhibit 5.1).

99.1 Resolution of Board of Directors

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities are being

made, a post-effective amendment to this registration statement to:

(i) Include any additional or changed material information with respect to the

plan of distribution.

1. For determining liability under the Securities Act of 1933, that each

post-effective amendment as a new registration statement of the securities

offered, and the offering of the securities at that time to be the initial bona

fide offering .

1. File a post-effective amendment to remove from registration any of the

securities that remain unsold at the end of the offering.

For determining any liability under the Securities Act, treat the information

omitted from the form of prospectus filed as part of this registration statement

in reliance upon Rule 430A and contained in form of prospectus filed by the

Registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as

part of this registration statement as of the time the Commission declared it

effective.

For determining any liability under the Securities Act, treat each

post-effective amendment that contains a form of prospectus as a new

registration statement for the securities offered in the registration statement,

and that offering of the securities at that time as the initial bona fide

offering of those securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant

certifies that it has reasonable grounds to believe that it meets all of the

requirements for filing on Form S-8 and has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly

authorize, in the City of Costa Mesa , State of California, on June 9, 2006.

PROBE MANUFACTURING, INC.

By: /s/ Reza Zarif

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Reza Zarif

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration

statement has been signed by the following persons in the capacities and on the

date indicated:

Signature Title

Date

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/s/ Reza Zarif

Chief Executive Officer

June 9, 2006

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Reza Zarif

/s/Barrett Evans

Director/Chairman of the Board

June 9, 2006

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Barrett Evans

/s/ Kambiz Mahdi

Director

June 9, 2006

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Kambiz Mahdi

/s/ Jeffrey Conrad

Director

June 9, 2006

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Jeffrey Conrad