Business Context and Reporting Period
This Form 8-K is filed by Probe Manufacturing, Inc. (not Clean Energy Technologies, Inc.) with a report date of June 17, 2009, covering events through August 7, 2009. The company is incorporated in Nevada and headquartered in Lake Forest, CA. The filing details a significant change in control, debt settlement, asset disposition, and executive leadership changes.
Key Financial Metrics and Transactions
- Debt Settlement: Settled $840,203 of indebtedness for a cash payment of $130,000.
- Asset Disposition: Sold wholly-owned subsidiary Solar Masters, Inc. for total payments of $35,000 (structured as $2,000/month).
- Equity Financing: Sold 152,000,000 shares of common stock for $120,000 to KB Development Group, LLC.
- Liquidity and Margins: The filing text does not provide clear values for revenue, profit, operating cash flow, or margins.
Material Changes Versus Prior Period
- Ownership Structure: Pre-transaction outstanding shares were 32,638,320. Post-transaction, KB Development Group, LLC owns 82.3% of the registrant, representing a change in control.
- Debt Reduction: Significant reduction in liabilities through the settlement agreement described above.
- Leadership: Kambiz Mahdi was appointed CEO on July 27, 2009. Interim CEO Barrett Evans and Director Jeffrey S. Conrad resigned without dispute.
Guidance, Risks, and Unusual Items
- Related Party Transaction: The equity sale was made to KB Development Group, LLC, which is affiliated with the new CEO and director, Kambiz Mahdi.
- Unusual Valuation: The issuance of 152 million shares for $120,000 implies a very low share price, significantly diluting prior shareholders.
- Outlook: The filing does not provide specific forward-looking guidance or financial projections.
Investor Verification Checklist
- Verify the exact share price and dilution impact of the 152 million share issuance to KB Development Group, LLC.
- Confirm the terms of the debt settlement and whether any contingent liabilities remain with the creditors.
- Review the financial health and assets of the disposed subsidiary, Solar Masters, Inc.
- Check for any subsequent filings regarding the $35,000 payment schedule from the asset sale.
- Validate the affiliation details between KB Development Group, LLC and Kambiz Mahdi.