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 September 18, 2008, covering events occurring through November 10, 2008. The registrant is incorporated in Nevada and headquartered in Lake Forest, CA.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on corporate governance and structural changes rather than financial performance data.
Material Changes
- Warrant Extension: The Board extended the exercise dates for Series A and Series B warrants by one year. The new expiration dates are November 15, 2009, and May 15, 2010, respectively. Following a 3-for-1 forward split, holders are entitled to 15 shares of Common Stock per unit at $0.33 per share.
- Change in Auditors: The company terminated its relationship with Jaspers and Hall, P.C. after the PCAOB revoked their registration on October 21, 2008. The Board engaged W. T. Uniack & Co. CPA's P.C. as the new independent auditors for the fiscal year ending December 31, 2008. The company stated there were no disagreements regarding accounting principles or auditing scope.
- Director Resignation: Reza Zarif resigned from the Board of Directors effective September 18, 2008. Zarif cited a lack of confidence in Chairman Barrett Evans, conflicts of interest involving legal counsel Jeff Conrad, and a lack of board deliberation process. The company disputes these assertions as inaccurate and unfounded.
Guidance, Outlook, and Risks
The filing contains no financial guidance or forward-looking outlook. Significant risks and contingencies include:
- Governance Disputes: Public disagreement between a resigning director and the Board regarding fiduciary responsibilities and internal processes.
- Auditor Instability: The sudden loss of the previous auditor due to regulatory revocation and the subsequent engagement of a new firm.
Investor Verification Checklist
- Verify the exact terms of the amended Series A and Series B Warrant Agreements (Exhibits 4.1 and 4.2).
- Confirm the engagement letter and scope of work with the new auditor, W. T. Uniack & Co. CPA's P.C. (Exhibit 10.1).
- Review the correspondence regarding Reza Zarif's resignation to understand the full context of the governance dispute (Exhibits 10.2, 10.3, and 10.4).
- Check subsequent filings for any financial statements prepared by the new auditor.