Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2012

or

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-125678 (1933 Act)

PROBE MANUFACTURING, INC.

(Exact name of registrant as specified in its charter)


Nevada	20-2675800
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17475 Gillette Avenue, Irvine CA	92614
(Address of principal executive offices)	(Zip Code)

(949) 273-4990

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. R Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). R Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

£ Yes R No

As of November 14, 2012 there were 198,319,056 shares of common stock of Probe Manufacturing, Inc. outstanding.

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PROBE MAUFACTURING, INC.

(A Nevada Corporation)

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements	3
Report of Independent Registered Public Accounting Firm	3
Balance Sheet as of September 30, 2012 (Unaudited) and December 31, 2011)	4
Statement of Operations for the Three and Nine Months Ended September 30, 2012 (Unaudited) and September 30, 2011 (Unaudited)	5
Statement of Cash Flows for the Nine Months Ended September 30, 2012 (Unaudited) and September 30, 2011 (Unaudited)	6
Notes to Condensed Financial Statements (Unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures About Market Risk	31

Item 4. Controls and Procedures	31


PART II — OTHER INFORMATION

Item 1. Legal Proceedings	31

Item 1A. Risk Factors	32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3. Defaults Upon Senior Securities	32

Item 4. [Removed and Reserved.]	32

Item 5. Other Information	32

Item 6. Exhibits	32

Signatures	33

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

EX-101 DEFINITION LINKBASE DOCUMENT

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors:

Probe Manufacturing, Inc.

17475 Gillette Avenue

Irvine, CA 92614

We have reviewed the accompanying balance sheet of Probe Manufacturing, Inc. as of September 30, 2012 and the related statements of operations and cash flows for the three and nine month period ended September 30, 2012. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

/S/W.T. Uniack

W.T. UNIACK & CO, CPA’s, P.C.

November 14, 2012

Woodstock, Georgia

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


PROBE MANUFACTURING, INC.
Condensed Balance Sheet
		Un-Audited
		September 30,	December 31,
		2012	2011
Assets
Current Assets:
	Cash	$ 24,294	$ 18,349
	Accounts receivable - net	831,044	719,320
	Inventory	854,549	693,528
	Total Current Assets	1,709,887	1,431,197

Property And Equipment - Net		137,521	127,092

	Notes receivable	11,000	11,000
	Other Assets	29,381	29,709
Total Assets		$ 1,887,789	$ 1,598,998

Liabilities And Stockholders' ( Deficit )
Current Liabilities:
	Accounts payable - trade	592,396	518,626
	Accrued Expenses	99,572	188,083
	Notes Payable - Line of Credit	823,488	545,579
	Notes Payable - Current	8,664	8,664
	Total Current Liabilities	1,524,120	1,260,952
Long-Term Debt:
	Notes Payable
	Less Current portion of Long Term Debt	-	-
	Net Long-Term Debt	-	-
Total Liabilities		1,524,120	1,260,952

Stockholders' ( Deficit )
	Common stock, $.001 par value; 400,000,000 shares authorized; 198,319,056 and 197,659,056 shares issued and outstanding respectively	198,319	197,659
	Additional paid-in capital	392,143	379,503
	Treasury Stock	(633)	(633)
	Accumulated deficit	(226,160)	(238,483)
	Total Stockholders' ( Deficit )	363,669	338,046
Total Liabilities And Stockholders' Deficit		$ 1,887,789	$ 1,598,998

The accompanying notes are an integral part of these financial statements.

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Probe Manufacturing, Inc.
Statement of Operations
for the three and nine month periods ended
September 30, 2012 and 2011 respectively

	Un-audited		Un-audited
	Three month period ended		Nine month period ended
	2012	2011	2012	2011

Sales	$ 1,079,931	$ 1,228,068	$ 3,969,084	$ 3,298,692
Cost of Goods Sold	748,425	827,134	2,729,474	2,248,021
Gross Profit	331,506	400,934	1,239,610	1,050,671

General And Administrative	368,084	292,456	1,081,348	825,310
Share Based Compensation	-	15,658	13,300	31,750
Net Profit / (Loss) From Operations	(36,578)	92,820	144,962	193,611

Other Income / (Expenses)	-	-	230	8,917
Interest Expense	(35,270)	(38,544)	(132,870)	(91,313)
Net Profit / (Loss) Before Income Taxes	(71,848)	54,276	12,322	111,215
Income Tax Expense	-	14,638	-	14,638
Net Profit / (Loss)	$ (71,848)	$ 39,638	$ 12,322	$ 96,577

Per Share Information:
Basic weighted average number
of common shares outstanding	198,319,056	196,532,104	198,316,647	190,160,218

Net Profit / (Loss) per common share	(0.00)	0.00	0.00	0.00

Per Share Information:
Diluted, weighted average number
of common shares outstanding	206,172,016	214,283,295	204,827,078	203,239,511

Diluted, Net Profit / (Loss) per common share	(0.00)	0.00	0.00	0.00

The accompanying notes are an integral part of these financial statements.

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PROBE MANUFACTURING, INC.
Consolidated Statements of Cash Flows
for the nine months ended September 30,

			Un-Audited	Un-Audited
			2012	2011
Cash Flows from Operating Activities:
	Net Income / ( Loss )		$ 12,323	$ 96,579
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Depreciation and amortization	31,323	27,226
		Share based compensation	13,300	31,895
		Gain on CIT Settlement	-	-
		Stock issued for Services	-	-
		Changes in assets and liabilities:
		(Increase) decrease in accounts receivable	(111,724)	(358,474)
		(Increase) decrease in inventory	(161,021)	(243,796)
		(Increase) decrease in other assets	328	(15,417)
		(Decrease) increase in accounts payable	73,770	104,110
		(Decrease) increase in customer deposits	-	9,402
		Other (Decrease) increase in accrued expenses	(88,511)	(95,894)
Net Cash provided / (Used) In Operating Activities			(230,212)	(444,369)

Cash Flows from Investing Activities
	Purchase property plant and equipment		(41,752)	(22,226)
Cash Flows Used In Investing Activities			(41,752)	(22,226)

Cash Flows from Financing Activities
	Bank Overdraft / (Repayment)		-	(47,502)
	(Decrease) increase in advances line of credit		277,909	618,372
	Payments on capital lease settlement obligations		-	-
	Proceeds / (Payments) on notes payable		-	(75,000)
Cash Flows Provided / (used) By Financing Activities			277,909	495,870

Net (Decrease) Increase in Cash and Cash Equivalents			5,945	29,275

Cash and Cash Equivalents at Beginning of Period			18,349	-

Cash and Cash Equivalents at End of Period			$ 24,294	$ 29,275

Supplemental Information:
	Interest Paid		$ 132,360	$ 88,331

The accompanying notes are an integral part of these financial statements.

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PROBE MANUFACTURING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The use of the words “we,” “us,” “our” or “the Company” refers to Probe Manufacturing, Inc. and its subsidiaries, except where the context otherwise requires.

1. Organization and Description of the Business.

Probe Manufacturing Industries, Inc. was incorporated on July 7, 1995. On April 21, 2005, the Company was re-domiciled from California to Nevada, and changed its name to Probe Manufacturing, Inc. (the “Company,” “Probe,” or “PMI”) We provide global design and manufacturing services to original electronic equipment manufacturers from our 23,000 sq./ft. facility in Irvine, California and strategic locations worldwide. Our revenue is generated from sales of our services primarily to customers in the medical device, aerospace, automotive, industrial and instrumentation product manufacturers. We provide our domestic customers with low cost, low risk, flexible and high quality manufacturing services. We utilize global partnerships to secure the best cost and materials available by providing our customers with onshore, scalable manufacturing solutions. The services that we provide are commonly referred to as Electronics Manufacturing Services (EMS). Our EMS offerings include new product introduction, collaborative design, procurement and materials management, product manufacturing, product warranty repair, and end-of-life support. We offer our customers comprehensive and integrated design and manufacturing services, from initial product design to production and direct order fulfillment. Our engineering services include product design, printed circuit board layout, prototyping, and test development. Our supply chain management solutions include purchasing, management of materials, and order fulfillment. Our manufacturing services include surface mount and through-hole assembly, cable assembly, mechanical assembly, and fully integrated box build systems for high complexity electronics.

The majority of our revenue is driven from manufacturing a mix of complex printed circuit board assemblies (PCBA), and box build assemblies. Some examples of our customer’s finished goods products includes medical devices such as portable ultrasound and electro-stimulation therapy equipment, electronic control units that help vehicles run on natural gas, electronic control units for precision laser welding equipment, PCB’s for landing gear systems and flap controllers, RFID products, Industrial sensors and devices for defense industry.

Our vision is to be the preeminent manufacturing foundry for startups and technological innovators, while expanding our low cost and scalable domestic operations leveraging global opportunities.

As innovation, cost, and time to market become hyper competitive, domestic OEM’s are now compelled to use EMS partners with easy onshore access, providing local program management during product conceptualization, development, and integration. Many of the mid-tier OEMs in industries such as military/aerospace, medical, industrial/instrumentation, and green-tech products tend to be too small for $1 billion-plus revenue EMS companies. Most of these OEMs value close proximity and the ability to provide complex manufacturing and personal customer service, which often favors regional providers that truly value and foster their relationships.

Furthermore, with the recent cost increases in labor, currency movements and freight concerns, the ability to also provide near-shore manufacturing is expected to generate increased interest. The low to medium EMS market compared to high volume has proved to be a higher margin with higher gross profits and sustained growth momentum. Our target accounts are mid-tier, U.S. based OEMs with annual sales from $15 million to $500 million.

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We believe that the combination of: (i) our management expertise; (ii) low overhead and cost structure; (iii) sophisticated management system developed internally to oversee operational systems; (iv) high technology onshore and managed offshore manufacturing; and (v) global relationships and domestic customer centric program management team, PMI is well positioned to take advantage of the projected increase in outsourced onshore manufacturing.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. Although for the nine months ended September 30, 2012, we had a net profit of $12,322 a working capital surplus of $185,767 and a shareholder surplus of $363,669; we had an accumulated deficit of $(226,160) our ability to operate as a going concern is still dependent upon our ability (1) to obtain sufficient debt and/or equity capital and/or (2) generate positive cash flow from operations and maintain profitability.

Plan of Operations

Management is taking the following steps to sustain profitability and growth: (i) To build and pursue global opportunities leveraging core competencies; (ii) organic growth, new sales and expansion of services along the supply chain line; (iii) manufacturing rights and equity through our manufacturing foundry platform; (iv) expansion of capabilities and competencies through mergers & acquisitions providing scale, cost synergies and revenue opportunities.

Our future success is likely dependent on our ability to sustain profitable growth and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

There can be no assurances that this financing will be sufficient to sustain profitable growth and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such additional financing, or that we will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

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2. Basis of Presentation and Summary of Significant Accounting Policies.

Our accompanying condensed financial statements have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, in conjunction with the rules and regulations of the U. S. Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable.

In preparing our accompanying financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2011 Annual Report on Form 10-K, as filed with the SEC on April 9, 2012.

Cash and Cash Equivalents

We maintain the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

Cash and cash equivalents consisted of the following as of:


	September 30, 2012	December 31, 2011
Cash and bank balances	$ 24,294	$ 18,349

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.

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Accounts Receivable

We grant credit to its customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us.

Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of September 30, 2012, we had a reserve for potentially un-collectable accounts of $31,000. Five customers accounted for approximately 72% of accounts receivable at September 30, 2012 and no one customer accounted for 23% of the accounts receivable balance. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of September 30, 2012, we had a reserve for potentially obsolete inventory of $160,000.

Inventories by major classification were comprised of the following as of:


	September 30, 2012	December 31, 2011
Raw Material	802,102	601,214
Work in Process	210,453	249,872
Finished Goods	1,995	2,441
Total	1,014,549	853,528
Less Reserve for excess or obsolete inventory	(160,000)	(160,000)
Total Inventory	854,549	693,528

Property and Equipment

Property and equipment are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. We follow the practice of capitalizing property and equipment purchased over $5,000. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:

Furniture and fixtures

3 to 7 years

Equipment

7 to 10 years

Leasehold improvements

2 years (life of the lease)

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Property and equipment were comprised of the following at:


	September 30, 2012	December 30, 2011
Furniture and fixtures	$ 33,558	$ 33,558
Equipment	1,979,568	1,937,815
Leasehold improvements	36,686	36,686
Total	2,049,812	2,008,059
Accumulated Depreciation	(1,912,292)	(1,880,967)
Net Fixed Assets	$ 137,521	$ 127,092

Long –Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

Revenue from product and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Terms are generally FOB origination with the right of inspection and acceptance. We have not experienced a material amount of rejected or damaged product.

Fair Value of Financial Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Research and Development

For the nine months ended September 30, 2012 and 2011, respectively, we expensed zero for research and development.

Segment Information

We operate in one segment; our primary business of electronics contract manufacturing.

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3. Share Based Compensation

The company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation, or Topic 718), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date, (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of Topic 718; however the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry. For the “risk-free interest rate”, we use the Constant Maturity Treasury rate on 90 day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day average. At the time of grant, the share based-compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the three and nine months ended, September 30, 2012 and 2011 we recognized $13,300 and $16,092 respectively

The following table summarizes the Company’s stock-based compensation expense:


	Un-audited		Un-audited
	Three month period ended		nine month period ended
	September 30,		September 30,
	2012	2011	2012	2011

Stock based compensation expense	$ -	$ 15,658	$ 13,300	$ 31,750

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4. Net Profit / (Loss) per Common Share

As of September 30, 2012, we had outstanding warrants to purchase 4,718,580 additional common stock shares, options to purchase 1,103,861 additional common stock shares and common stock shares to be issued of 2,000,000, which may dilute future earnings per share. Fully diluted weighted average common stock shares and equivalents for the nine months ended September 30, 2012, was 204,827,078.


	Un-audited		Un-audited
	Three month period ended September 30,		Nine month period ended September 30,
	2012	2011	2012	2011
Per Share Information:
Basic weighted average number
of common shares outstanding	198,319,056	196,532,104	198,316,647	190,160,218

Net Profit / (Loss) per common share	0.00	0.00	0.00	0.00

Per Share Information:
Diluted, weighted average number
of common shares outstanding	206,172,016	214,283,295	204,827,078	203,239,511

Diluted, Net Profit / (Loss) per common share	0.00	0.00	0.00	0.00

5. Income Taxes

The Company accounts for income taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of December 31, 2011, we had a net operating loss carry forward of $(226,159) and a deferred tax asset of $76,894 using the statutory rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $76,894.


	September 30, 2012
Deferred Tax Asset	$ 76,894
Valuation Allowance	(76,894)
Deferred Tax Asset (Net)	$ -

6. Accrued Expenses

Accrued expenses were comprised of the following at:


	September 30, 2012	December 31, 2011

Accrued Wages	$ 22,753	$ 89,704
Accrued Interest	4,062	3,552
Accrued Other		3,345
State Income Tax Payable	-	14,638
Accrued Rent	48,190	52,190
Accrued Vacation	24,567	24,653
Total Accrued Expenses	$ 99,572	$ 188,082

7. Notes Payable

On February 18, 2011 we entered into an Accounts Receivable Purchasing Agreement (the “ARPA”) with DSCH Capital Partners, LLC d/b/a Far West Capital (“FWC”), an unaffiliated third party. Pursuant to the ARPA, FWC may purchase, in its sole discretion, eligible accounts receivable of our company on a revolving basis up to a maximum of $750,000. Under the terms of the ARPA, FWC may purchase eligible receivables from us with full recourse for the face amount of such eligible receivables less a discount of 1.0%. In addition, we are required to pay FWC a monthly cost of funds fee equal to the net funds employed by FWC at a rate equal to the Wall Street Journal Prime Lending Rate plus 4.75%, with a floor of 7.00%. FWC will retain 20% of the purchase price of the receivables as a reserve amount.

The ARPA also provides that FWC has the right to require us to repurchase any purchased accounts receivable: (a) if there is a dispute as to the validity of such receivable by the account debtor, (b) if certain covenants, warranties or representations made by us with respect to such receivables are breached, (c) upon and during the continuance of an event of default under the ARPA or upon the termination of the ARPA, or (d) if such receivable remains unpaid 90 days after the invoice date. The ARPA has an initial term of one year with automatic renewals for successive one-year periods. Notwithstanding that, FWC may terminate the ARPA at any time upon 90days prior written notice or without notice upon and during the continuance of an event of default.

Additionally, provided there does not exist an event of default under the ARPA or the rider thereto (the “Rider”), FWC may make advances to or for the benefit of the company in an aggregate amount up to and not to exceed $250,000.00 from time to time during the term of the Rider and upon our request therefore, which advances shall be subject to all of the terms and conditions of the ARPA and shall be revolving consisting of advances against our eligible inventory as defined in the Rider as follows: (i) the advances against eligible inventory, at FWC’s discretion, will be in amounts up to the sum 50% of all eligible inventory; provided, however, the advances against eligible inventory shall at no time exceed 33% of the net outstanding purchased accounts under the ARPA plus the outstanding amount due, or net funds employed, from advances made on eligible inventory within conditions contained within the Rider. The

Related Party – Notes payable

We entered into an unsecured term note, dated November 03, 2009, payable to Linwood Goddard, our Vice President of Quality Control at a 12.00% interest rate, with a 36 month amortization and monthly payments of $334.14. As of September 30, 2012 the outstanding balance was $4,332.

We entered into an unsecured term note, dated December 24, 2009, payable to Linwood Goddard our Vice President of Quality Control at a 12.00% interest rate, with a 36 month amortization and monthly payments of $334.14. As of September 30, 2011 the outstanding balance was $4,332.

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8. Commitments and Contingencies

Operating Rental Leases

On October 14, 2009 we entered into a 5 year lease with Bernard family trust, with a commencement date of December 31, 2009. The facility is approximately 23,000 square feet and is located at 17475 Gillette Avenue, Irvine CA, 92614. Subsequently on March 28, 2011, we signed an amendment to our facility lease with an increase of 1,600 square feet. The increase in the lease commenced on April 1, 2011 and continues through year five. The amended lease has the following payments:


	Original Lease	Amended lease
Year	Monthly Rent	Monthly Rent
1	$7,880	$7,880
2	$9,850	$10,650
3	$10,835	$11,715
4	$11,820	$12,780
5	$12,805	$13,845

Litigation

We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our financial position, results of operations or cash flows.

9. Capital Stock Transactions

During the nine months ended September 30, 2012 we did not issue any capital stock, however we accrued for 2,000,000 shares to be issued

Common Stock

Our Articles of Incorporation authorizes us to issue 400,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2012 there were 198,319,056 shares of common stock issued and outstanding, respectively. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. There were also additional $2,000,000 shares of common stock that were authorized but un-issued as of September 30, 2012, for key individuals.

The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of shares of common stock will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock.

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Preferred Stock

Our Articles of Incorporation authorize us to issue 10,000,000 shares of preferred stock. We authorized 440 shares of Series A Convertible Preferred Stock and 20,000 shares of Series B Convertible Preferred Stock. On May 25, 2006 the Articles of Incorporation were amended authorizing 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006 all shares preferred stock has been converted into common stock and there were no outstanding preferred shares as of September 30, 2012.

Stock Repurchase Program

On November 1, 2011, the Company adopted a plan to repurchase up to 5,000,000 shares of its issued and outstanding common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The plan allows the Company to purchase its issued and outstanding common shares in the open market or in negotiated transactions, from time to time, depending on market conditions and other factors as well as being subject to relevant rules under Untied States securities regulations. The plan does not obligate the Company to make any purchases, at any specific time or in any particular situation. The plan may be suspended or discontinued at any time at the sole discretion of the Company. Share repurchases will be funded with the Company's available cash, after determining the working capital requirements of the Company. Accordingly, there is no guarantee as to the exact number of shares that will be repurchased under the plan.

The company's Board of Directors authorized the repurchase plan because it believes recent market conditions may have caused the Company's common stock to be undervalued. The timing and number of any shares repurchased will depend on the terms and conditions of the plan and no assurance can be given that any specific amount of common stock will be repurchased.

As of September 30, 2012, we had repurchased 115,000 shares of our common stock.

Warrants

Series A - Common Stock Warrants

We currently have 1,192,875 Series A Warrants issued and outstanding. Each warrant gives the holder the right to purchase 5 shares of common stock (5,964,375 total shares) at $0.33 per share. The Series A Warrants expired on November 15, 2011.

Series B - Common Stock Warrants

We currently have 1,192,875 Series B Warrants issued and outstanding. Each warrant gives the holder the right to purchase 5 shares of common stock (5,964,375 total shares) at $0.50 per share. The Series B Warrants expired on May 15, 2012.

Series C – Common Stock Warrants

We had 600,000 Series C Warrants issued and outstanding. Each warrant gave the holder the right to purchase 1 shares of common stock (600,000 total shares) at $0.267 per share. The Series C Warrants expired on November 5, 2010.

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Series D – Common Stock warrants

We currently have 1,718,580 Series D Warrants issued and outstanding. Each warrant gives the holder the right to purchase 1 share of common stock (1,718,580 total shares) at $0.133 per share. The Series D Warrants expire on November 5, 2012.

For the year ended December 31, 2008 and 2009, we recognized share based compensation expense of $14,403 and $8,232, respectively from the issuance of options and Warrants.

Series E – Common Stock warrants

Subsequently on April 8, 2011, we issued 3,000,000 series E Warrants. Each warrant gives the holder the right to purchase 1 share of common stock (3,000,000 total shares) at $0.05 per share. The Series E Warrants will expire on April 8, 2016.

Warrants Activity for the Period and Summary of Outstanding Warrants

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A summary of warrant activity for the periods is as follows:


		Warrants - Common Share Equivalents	Weighted Average Exercise price	Warrants exercisable - Common Share Equivalents	Weighted Average Exercise price
Outstanding December 31, 2003		-		-
	Granted	5,118,750	0.42	5,118,750	0.42
	Exercised	-		-
Outstanding December 31, 2004		5,118,750	0.42	5,118,750	0.42
	Granted	2,145,000	0.42	2,145,000	0.42
	Exercised	-		-
Outstanding December 31, 2005		7,263,750	0.42	7,263,750	0.42
	Granted	5,265,000	0.42	5,265,000	0.42
	Exercised	-		-
Outstanding December 31, 2006		12,528,750	0.42	12,528,750	0.42
	Granted	1,275,000	0.13	1,275,000	0.13
	Exercised	-		-
Outstanding December 31, 2007		13,803,750	0.38	13,803,750	0.38
	Granted	443,580	0.13	443,580	0.13
	Exercised	-		-
Outstanding December 31, 2008		14,247,330	0.38	14,247,330	0.38
	Granted	-	-	-	-
	Exercised	-	-	-
Outstanding December 31, 2009		14,247,330	0.38	14,247,330	0.38
	Granted	-	-	-	-
	Expired C - Warrants	600,000	0.27	600,000	0.27
	Exercised	-	-	-
Outstanding December 31, 2010		13,647,330	0.38	13,647,330	0.38
	Granted	-	0.05	-	0.05
	Expired	-	0.33	-	0.33
	Exercised	-	-	-
Outstanding December 31, 2011		13,647,330	0.31	13,647,330	0.31
	Granted	3,000,000	0.05	3,000,000	0.05
	Expired	11,928,750	0.33	11,928,750	0.33
	Exercised	-	-	-
Outstanding September 30, 2012		4,718,580	0.31	4,718,580	0.31

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Note: The weighted average exercise price has been adjusted retroactively due to price decreases in the warrant strike prices.


	Warrants Outstanding			Warrants Exercisable
Range of Warrant Exercise Price	Warrants - Common Share Equivalents	Weighted Average Exercise price	Weighted Average Remaining Contractual life in years	Warrants - Common Share Equivalents	Weighted Average Exercise price
0.33		$0.33	Expired	-	$0.33
0.50	-	$0.50	Expired	-	$0.50
$0.13		$0.13	Expired		$0.13
0.13	1,718,580	$0.13	0.10	1,718,580	$0.13
0.05	3,000,000	$0.05	3.52	3,000,000	$0.05
Total	4,718,580	$0.08		4,718,580	$0.08

Stock Options

On February 8, 2007 pursuant to our 2006 Qualified Incentive Option Plan which was adopted by our Board of Directors granted Company employees an incentive stock option to purchase up to 652,766 shares of our common stock. These options were granted at $.173 cents, the fair market value of the Company at the time of the grant. These options expire on February 8, 2017. As of September 30, 2012, there were 194,780 outstanding options under this plan.

On February 8, 2008, we granted stock options to its key employees, to purchase up to 750,000 shares of our common stock, which was approved by our Board of Directors. These options were granted at $.173 cents, the fair market value of the Company at the time of the grant. These options expire on February 8, 2017. As a result, we recognized share-based compensation expense in the amount of $5,313 for the year ended December 31, 2007, $2,657 for the year ended December 31, 2008; $2,656 for the year ended December 31, 2009; $2,656 for the year ended December 31, 2010 and $0 for the year ended December 31, 2011. As of December 31, 2012 the balance of the outstanding options under this plan is 600,000.

On February 28, 2008 our granted stock options to a key employee, to purchase up to 300,000 shares of our common stock, which was approved by our Board of Directors. These options were granted at $.033 cents, the fair market value of the Company at the time of the grant. These options expire on February 8, 2017. As a result, we recognized share-based compensation expense in the amount of $5,574 for year ended December 31, 2008; $5,576 for the year ended December 31, 2009; $2,786 for the year ended December 31, 2010; and $0 for the year ended December 31, 2011.

On April 7, 2011 our board of directors approved the Probe Manufacturing, Inc. 2011 Omnibus Incentive Plan to assist in attracting and retaining highly competent employees, directors and consultants to act as an incentive in motivating selected employees, directors and consultants of the Company to achieve long-term corporate objectives and to enable stock-based and cash-based incentive awards to qualify as performance-based compensation for purposes of the tax deduction limitations under Section 162(m) of the Code.

As of September 30, 2012 we have issued 6,000,000 shares pursuant to our 2011 Omnibus Incentive Plan.

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Stock to be issued under option and warrant plans

Any shares issued under the existing option or warrant plans will come from the company’s authorized but un-issued, un-registered shares.

10. Related Party Transactions

Kambiz Mahdi our Chief Executive Officer owns Billet Electronics, which is an independent distributor of electronic components. From time to time we purchase parts from Billet Electronics. Pursuant to our Code of Ethics, our board of directors approved such related party transaction.

11. Subsequent Events

None.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

Our vision is to be the preeminent manufacturing foundry for startups and technological innovators, while expanding our low cost and scalable domestic operations leveraging global opportunities.

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Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. Although for the nine months ended September 30, 2012, we had a net profit of $12,323 a working capital surplus of $185,767 and a shareholder surplus of $363,669; we had an accumulated deficit of $(226,160) our ability to operate as a going concern is still dependent upon our ability (1) to obtain sufficient debt and/or equity capital and/or (2) generate positive cash flow from operations and maintain profitability.

Plan of Operations

Selected Financial Data

The following selected historical financial information of Probe Manufacturing, Inc. has been derived from the historical results and are not necessarily indicative of future results. The following table is qualified by reference to and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data.”

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Probe Manufacturing, Inc.
Statement of Operations
for the three and nine month periods ended
September 30, 2012 and 2011 respectively

	Un-audited		Un-audited
	Three month period ended		Nine month period ended
	2012	2011	2012	2011

Sales	$ 1,079,931	$ 1,228,068	$ 3,969,084	$ 3,298,692
Cost of Goods Sold	748,425	827,134	2,729,474	2,248,021
Gross Profit	331,506	400,934	1,239,610	1,050,671

General And Administrative	368,084	292,456	1,081,348	825,310
Share Based Compensation	-	15,658	13,300	31,750
Net Profit / (Loss) From Operations	(36,578)	92,820	144,962	193,611

Other Income / (Expenses)	-	-	230	8,917
Interest Expense	(35,270)	(38,544)	(132,870)	(91,313)
Net Profit / (Loss) Before Income Taxes	(71,848)	54,276	12,322	111,215
Income Tax Expense	-	14,638	-	14,638
Net Profit / (Loss)	$ (71,848)	$ 39,638	$ 12,322	$ 96,577


PROBE MANUFACTURING, INC.
Condensed consolidated Balance sheet
as of

	September 30,	December 31,
	2012	2011

Working Capital	$ 185,767	$ 170,245
Total Assets	1,887,789	1,598,998
Long term Debt	-	-
Stockholder Equity	$ 363,669	$ 338,046

Summary of Results:

For the three and nine month period ended September 30, 2012, we had a net profit of $(71,848) and $12,322 compared to net profit of $39,638 and 96,577 for the same periods in 2011.

For the three and nine months ended September 30, 2012, our revenue was $1,079,931 and $3,969,084 compared to $1,228,068 and $3,298,692 for the same period in 2011, due to increased orders within existing accounts and we added 5 new customers in 2012.

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For the three and nine months ended September 30, 2012, our administrative expense was $368,084 and $1,081,348 compared to $292,825 and $825,310 for the same period in 2011.

For the three nine months ended September 30, 2012, our operating income was $(36,578) and 144,962 compared $92,820 and $144,962 for the same period in 2011.


Key performance indicators for the nine months ended September 30:

	2012	2011
Inventory Turns	3.52	5.03
Days Sales in Backlog	89	171
Days Receivables Outstanding	52	44
Days Payables Outstanding	54	52

Inventory turns: are calculated as the ratio of cost of material compared to the average inventory for the three months ended September 30, 2012. For the three months ended September 30, 2012, our inventory turns were 3.52 compared to 5.03 for the same period in 2011.

Days Sales in Backlog is calculated based on our back log divided by average daily sales during that period. For the three months ended September 30, 2012, days sales in backlog was 89 days compared to 171 days for the same period in 2011.

Days receivables outstanding is calculated as the ratio of average accounts receivable during that period compared to average daily sales for the same period. For the three months period ended September 30, 2012, days receivables outstanding was 52 days compared to 44 days for the same period in 2011.

Days Payable outstanding is calculated as the ratio of average accounts payable during that period compared to average daily sales for the same period. For the three months period ended September 30, 2012, days payable outstanding was 54 days compared to 52 days for the same period in 2011.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Cash and Cash Equivalents

Cash and cash equivalents consisted of the following as of:


	September 30, 2012	December 31, 2011
Cash and bank balances	$ 24,294	$ 18,349

Estimates

Accounts Receivable

Inventory

Property and Equipment

Furniture and fixtures

3 to 7 years

Equipment

7 to 10 years

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Leasehold improvements

2 years (life of the lease)

Long –Lived Assets

Revenue Recognition

Fair Value of Financial Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Research and Development

For the nine months ended September 30, 2012 and 2011, respectively, we expensed zero for research and development.

Segment Information

We operate in one segment; our primary business of electronics contract manufacturing.

3. Share Based Compensation

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stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry. For the “risk-free interest rate”, we use the Constant Maturity Treasury rate on 90 day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day average. At the time of grant, the share based-compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the nine months ended, September 30, 2012 and 2011 we recognized $13,300 and $16,092 respectively

4. Net Profit / (Loss) per Common Share

Basic profit / (loss) per share is computed on the basis of the weighted average number of shares of our common Stock outstanding. As of September 30, 2012, we had outstanding common stock shares of 198,319,056 used in the calculation of basic earnings per share. Basic Weighted average common stock shares and equivalents for the nine months ended September 30, 2012, were 198,311.803. As of September 30, 2012, we had outstanding warrants to purchase 4,718,580 additional common stock shares, options to purchase 1,103,861 additional common stock shares and common stock shares to be issued of 2,000,000, which may dilute future earnings per share. Fully diluted weighted average common stock shares and equivalents for the nine months ended September 30, 2012, was 206,172,016.


	Un-audited		Un-audited
	Three month period ended		Nine month period ended
	2012	2011	2012	2011
Per Share Information:
Basic weighted average number
of common shares outstanding	198,319,056	196,532,104	198,316,647	190,160,218

Net Profit / (Loss) per common share	0.00	0.00	0.00	0.00

Per Share Information:
Diluted, weighted average number
of common shares outstanding	206,172,016	214,283,295	204,827,078	203,239,511

Diluted, Net Profit / (Loss) per common share	0.00	0.00	0.00	0.00

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5. Income Taxes


	September 30, 2012
Deferred Tax Asset	$ 76,894
Valuation Allowance	(76,894)
Deferred Tax Asset (Net)	$ -

Result of operations:

The following table summarizes certain items in the statements of operations as a percentage of net sales. The financial information and discussion below should be read in conjunction with the accompanying financial statements and notes thereto.


Probe Manufacturing, Inc.
Statement of Operations
for the three and six month periods ended
September 30, 2012 and 2011 respectively

	Un-audited		Un-audited
	Three month period ended		Nine month period ended
	2012	2011	2012	2011

Sales	100%	100%	100%	100%
Cost of Goods Sold	69%	67%	69%	68%
Gross Profit	31%	33%	31%	32%

General And Administrative	34%	24%	27%	25%
Share Based Compensation	0%	1%	0%	1%
Net Profit / (Loss) From Operations	-3%	8%	4%	6%

Other Income / (Expenses)	0%	0%	0%	0%
Interest Expense	-3%	-3%	-3%	-3%
Net Profit / (Loss) Before Income Taxes	-7%	4%	0%	3%
Income Tax Expense	0%	1%	0%	0%
Net Profit / (Loss)	-7%	3%	0%	3%

Net Sales

For the nine month period ended September 30, 2012, our revenue was $3,969,084 compared to $3,298,692 for the same period in 2011.

Major Customers

Our top five customers accounted for approximately 68% of our net sales for the nine month period ended September 30, 2012, compared to 61%, for the same period in 2011. We believe that our ability to grow our core business depends on increasing sales to existing customers, and on successfully attracting new customers. Customer contracts can be canceled and volume levels can be changed or delayed based on our customer’s performance and the end users’ markets which we have no control over. The timely replacement of delayed, canceled or reduced orders with new business cannot be ensured. In addition, we cannot assume that any of our current customers will continue to utilize our services. Consequently, our results of operations may be materially adversely affected.

Gross Profit

For the nine month period ended September 30, 2012, our gross profits were 31% and 32% in the same period in 2011.

For the nine month period ended September 30, 2012, our cost of goods sold was 69% compared to 68% for the same period in 2011, mainly due to the increase in direct labor and overtime as a percent of the sales.

Selling, General and Administrative (SG&A) Expenses

For the nine month period ended September 30, 2012, our SG&A expense was 27% compared to 25% for the same period in 2011. This decrease is primarily due to the increase in revenue. Mainly due to the increase in rent and salaries.

Net Income/ (Loss) from operations

For the nine month period ended September 30, 2012, our net income from operations was 4% compared to 6% for the same period in 2011.

For the nine month period ended September 30, 2012, our interest expense was ($132,870) compared to ($91,313) for the same period in 2011, this was to due to the interest generated from our accounts receivable financing line referenced in Note 7.

Liquidity and Capital Resources:


PROBE MANUFACTURING, INC.
Condensed consolidated Balance sheet
as of

	September 30,	December 31,
	2012	2011

Working Capital	$ 185,767	$ 170,245
Total Assets	1,887,789	1,598,998
Long term Debt	-	-
Stockholder Equity	$ 363,669	$ 338,046

Capital Requirements for long-term Obligations


Capital Requirements for long-term Obligations	2012	2013
Notes - Payable	$8,664	$ 0
Total	$8,664	$ 0

Off-balance Sheet Arrangement

We currently have no off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

(a)

Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms and that such information is accumulated and communicated to us, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2012 was conducted under the supervision and with the participation of our chief executive officer and our chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of September30, 2012, were effective.

(b)

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II--OTHER INFORMATION

Item 1.

Legal Proceedings

None.

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Item 1A. Risk Factors.

There are no material changes from the risk factors previously disclosed in our 2011 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission on April 9, 2012, except as disclosed below.

RISKS ABOUT OUR BUSINESS

If we cannot obtain additional financing and/or reduce our operating costs sufficiently, and the effect of other unknown adverse factors could threaten our existence as a going concern. Therefore, we may have to curtail operations and may ultimately cease to exist.

We have an accumulated deficit and may incur additional losses; therefore we may not be able to obtain the additional financing needed for working capital, capital expenditures and to meet our debt service obligations.

As of September 30, 2012, we had current liabilities of $1,524,120. Our debt could limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or other purposes in the future, as needed; to plan for, or react to, changes in technology and in our business and competition; and to react in the event of an economic downturn.

We may not be able to meet our debt service obligations. If we are unable to generate sufficient cash flow or obtain funds for required payments, or if we fail to comply with covenants in our revolving lines of credit, we will be in default.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

[Removed and Reserved.]

Item 5.

Other Information

None.

Item 6. Exhibits

The exhibit listed on the Exhibit Index (following the signatures section of this Quarterly Report on

Form 10-Q are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature

Title

Date

/s/ Kambiz Mahdi

Chief Executive Officer

November 14, 2012

_______________________

Kambiz Mahdi

/s/ John Bennett

Chief Financial Officer

November 14, 2012

_______________________

John Bennett

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended September 30, 2012 (are numbered in accordance with Item 601 of Regulation S-K).

EXHIBIT

NUMBER DESCRIPTION

3.1 Articles of Incorporation (included as exhibit 3.1 to the Form SB-2/A filed on June 10, 2005 and incorporated herein by reference)

3.2 Bylaws (included as exhibit 3.2 to the Form SB-2/A filed on June 10, 2005 and incorporated herein by reference)

31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

________________________

*Filed herewith.

**Furnished herewith.

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