SecProbe.io

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Mail Stop 3561

August 17, 2005

Kambiz Mahdi
Probe Manufacturing, Inc.
3050 Pullman Street
Costa Mesa, CA 92626

      	Re:	Probe Manufacturing, Inc.
      		Registration Statement on Form SB-2
      		File No. 333-125678
      		Filed June 9, 2005, as amended on June 10, 2005 and
July 18, 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.

      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. We note that under the terms of the Investment Agreement with
BTF,
LLC, the company will issue common shares to BTF, and BTF will be
required to purchase these shares, only if the common stock is
quoted
on the OTC Bulletin Board.  We further note that the purchase
price
for the shares will be 93% of the average of the two lowest bid
prices of the stock during the five-day period following the
notice
of exercise of the put.
As stated in our March 31, 2001 Update to the Current Issues and
Rule-Making Projects Outline, the registration of the resale of
the
shares issuable under an equity line of credit is permissible only
if
the private placement portion of the equity line (i.e., the
issuance
of the shares to the equity line investor) is completed prior to
the
filing of the resale registration statement.  Given that the
equity
line`s purchase price is based on the trading price of common
stock
in an non-existent public market, it does not appear the terms for
the purchase price have actually been set.  Accordingly, the
private
placement portion of the equity line does not appear to be
complete.
Please remove from the registration statement the common shares
issuable pursuant to the Investment Agreement.  Please ensure to
update all sections of the amended registration statement to
reflect
the removal of the shares issuable under the Investment Agreement
(e.g., the risk factors on page 18 and "Dilution" section on page
22).
Alternatively, if you wish, you may withdraw the registration
statement, complete the private placement of common stock to BTF,
LLC, and file a new registration statement for the resale of the
common stock by BTF, LLC.
2. Similarly, we believe that the private placement of the shares
of
Series B Convertible Preferred Stock, which have a conversion rate
tied to the market price, cannot be completed until the terms of
the
transaction are fixed.  In this regard, we believe that the
absence
of an existing public market for the common shares means that
there
has been no meeting of the minds as to the conversion price.
Accordingly, please remove from the registration statement the
shares
issuable upon conversion of the preferred stock.
3. Please update the financial statements and MD&A section to
include
the interim period of June 30, 2005, as required by Item 310(g) of
Regulation S-B.
4. Include 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.
5. Please revise the prospectus to eliminate all redundant
disclosure.  We note, for example, that the legal proceeding
discussion is repeated at least three times in the prospectus.
The
names of the selling shareholders are also repeated numerous times
in
the prospectus.  Your "Description of Property" section repeats
the
information already provided on page 42.
6. Please avoid capitalizing commonly-understood terms such as
"Directors," "Executive Officers," "Company," and "Common Stock."

Outside Front Cover Page
7. Please include on the cover page only the information required
by
Item 501 of Regulation S-B or that is otherwise material.  All
other
information should be removed from the cover page.  For example,
please delete from the cover page the names of the warrant holders
and the holders of common stock.  Given that much of the
information
provided on the cover page is repeated in the prospectus summary,
please revise both the cover page and the summary to eliminate
redundant information.  Also note that Item 501 of Regulation S-B
requires that you limit the cover page to one page only.
8. Please clarify if the common shares underlying the warrants are
being registered for resale.  Your introductory paragraph states
that
the 12,078,125 shares currently registered are outstanding common
stock, common stock underlying Series B Convertible Preferred
Stock,
and stock issuable pursuant to the put right held by BTF, LLC.
Based
on this language, it does not appear that any shares underlying
the
warrants are being registered.  In addition, in the appropriate
section, please provide a description of the terms of the warrants
and file the warrant agreements as exhibits.  In particular,
please
tell us whether or not the warrants have a fixed exercise price.
We
note that there are two classes of warrants.

Prospectus Summary, page 6
9. Please provide a clearer and more concrete description of your
business, particularly the services your company provides.  To
that
end, avoid using vague statements or phrases, such as "we take
responsibility for new product introduction and implementation,"
"logistic management," "we can assume supply chain
responsibility,"
and "end-to-end services."  Instead, provide clear descriptions of
your services and the duties you perform for your customers.  Your
revised discussion should give readers a better understanding of
your
customer base, such as the size of your typical customer and the
finished products they sell.  Corresponding revisions should be
made
to the "Description of Business" section on page 36.
10. Indicate whether you commenced business operations or
generated
revenues from your operations.  The fact that your business has
traditionally suffered net losses should also be disclosed.
11. Item 501(a)(8) of Regulation S-B requires that you include the
price range or the formula or method to be used to calculate the
offering price.  While you may state that selling shareholders
will
sell at prevailing market prices or privately-negotiated prices
once
the shares are quoted on the OTC Bulletin Board, they may not sell
at
privately negotiated prices other than $0.80 per share before the
shares begin trading on a market.  Revise the disclosure under
"Trading Market" on page 8 accordingly.

Our Capital Structure and Shares Eligible for Future Sale, page 9
12. In your response letter, please list all classes of the
company`s
securities held by BTF, LLC, such as warrants, notes, or preferred
securities.  Describe in detail any conversion or exercise feature
of
these securities.  We note, for example, that there are 440 shares
of
Series A Convertible Preferred Stock; indicate whether BTF, LLC
owns
any of these shares.  Finally, please tell us if there are any
relationships between BTF, LLC and the other selling shareholders.
Summary Financial Information, page 10
13. The net loss, net loss per share and weighted average number
of
common stock outstanding presented on page 10 for fiscal year 2004
does not agree with the information presented in the financial
statements on pages F-2 and F-3.  Please revise as necessary.

Risk Factors, page 11
14. Please revise your subheadings so that they better summarize
the
risks discussed.  Currently, many of your subheadings do not
summarize the actual or all risks discussed.  Examples include "We
have an accumulated deficit..." and "If we lose key senior
management
personnel...."

Our independent accountants have issued a going concern
opinion...,
page 11
15. The second paragraph largely repeats the information provided
in
the first paragraph.  Please revise to eliminate any redundancy.
16. The MD&A section indicates that the auditor concluded your
ability to continue as a going concern is conditioned on the
receipt
of additional funding "and/or" the reduction of operating costs.
Your risk factor mentions only the receipt of additional funding.
Please revise to reconcile this inconsistency.

We have an accumulated deficit..., page 12
17. Please quantify your debt service requirements and the cash
needed to meet those requirements.

We depend on a limited number of suppliers..., page 12
18. If you do not have any long-term supply agreements with your
suppliers, please disclose that fact in the risk factor
discussion.

Our principal shareholders, directors and executive officers...,
page
12
19. We note the reference to "any shares issued to [your principal
shareholders, directors, and executive officers] under various
revolving credit facilities."  In your response letter, please
describe the nature and terms of these revolving credit
facilities,
particularly with respect to the possible issuance of "shares."

We depend on low to medium volume..., page 13
20. Please discuss with more specificity how the listed factors
could
harm your customers and, in turn, your business.  The current
discussion is generic and could apply to any company in any
industry.

Intellectual property infringement claims against us..., page 14
21. We note that your ODM products may compete with the products
of
OEMs.  Given that your business provides advanced electronics
manufacturing services to OEMs, as noted in the summary, consider
including a separate risk factor discussing the risks created by
the
fact that your ODM products may compete with the products of your
OEM
customers.  We note, for example, disclosure on page 42 that you
already compete with current and prospective customers.

The majority of our sales come from..., page 15
22. Because your business appears to depend substantially on sales
to
your five largest customers, please file all material agreements
with
these customers as exhibits to the registration statement and
disclose the material terms of the agreements later in your
document,
including the identities of the customers.  See Item
601(b)(10)(i)(B)
of Regulation S-B.
23. In the appropriate section, please disclose the termination
and
renewal provisions in any contracts with your principal customers.
If these contracts are expected to terminate in the near future,
please disclose the expected termination dates.  If you do not
have
any long-term agreements with your principal customers, please
disclose this fact in the risk factor discussion.

We are exposed to fluctuations..., page 15
24. The latter half of the discussion appears to mitigate the
risks
stemming from currency fluctuations.  Please revise to focus on
the
risks, not the mitigating factors.

Litigation could harm our business..., page 16
25. Please delete the mitigating disclosure regarding the Pro-
Source
litigation.

We may be adversely affected by shortages of required electronics
components, page 17
26. This risk factor discussion appears to repeat information
provided in the risk factor "We depend on a limited number of
suppliers..." on page 12.  Please combine the risk factors and
eliminate any redundant information.
Our customers may be adversely affected by rapid technological
change..., page 18
27. This risk factor discussion appears to repeat information
already
provided in the risk factor "We depend on low to medium volume
high
mix technology products...."  Please combine the risk factors and
eliminate any redundant information.

We depend on the continuing trends..., page 18
28. Please expand your discussion of any known factors that
management currently believes may affect the "new outsourcing
opportunities."  Readers should get a better sense of the
likelihood
of the occurrence of the described risks.
Any market that develops in shares of our common stock..., page 20
29. Please explain in a clearer manner how the penny stock
restrictions will limit shareholders` ability to resell the common
stock.  For example, you should explain in a clearer manner why
shareholders may find it "more difficult" to resell the shares.

If and when our securities become quoted..., page 20
30. Please delete any language that suggests your securities are
currently traded in a public market (e.g., "Even though our
securities are quoted on the Over-the-Counter Bulletin Board...").

Use of Proceeds, page 21
31. Please describe in greater detail each planned use of
proceeds.
For example, with respect to the "repayment of debt," please
identify
the specific indebtedness that will be repaid with the proceeds.
With respect to "Expansion of Internal Operations," you should
describe the nature of the business expansion that will be funded
with the proceeds.  Furthermore, quantify the proceeds you will
receive upon exercise of the warrants.

Selling Security Holders, page 22
32. We note your statement "the selling stockholders may have
sold,
transferred, or otherwise disposed of, or may sell, transfer, or
otherwise dispose of, at any time or from time to time since the
date
on which they provided the information regarding the shares
beneficially owned...."  Note that Item 507 of Regulation S-B
requires the disclosure of the "amount to be offered for the
security
holder`s account."  Therefore, please ensure that the selling
stockholder table reflects the exact amount of shares offered for
resale by each identified shareholder.  Delete the statement
quoted
above; such statement suggests that the table does not necessarily
reflect the correct amounts of securities offered.
33. Please refer to the paragraph right before the selling
shareholder table ("In some cases...").  Note that, pursuant to
Rule
13d-3 of the Exchange Act, a person is deemed to beneficially own
any
securities that may be received within 60 days, including those
received upon the exercise or conversion of another security.
Therefore, please revise the "Number of Shares Beneficially Owned
Before the Offering" column to include any shares issuable
pursuant
to the conversion or exercise of another security, such as the
Series
B stock and the warrants.  Also delete the paragraph in question.
Similarly revise the beneficial ownership table appearing on page
33.
34. Please refer to footnote (2).  In your response letter, please
describe in greater detail the terms of the assignment agreement
with
eFund Capital Partners.  Explain the business purpose of the
assignment and cancellation of the 750,000 shares.
35. We note that section 1 of the engagement agreement with eFund
Capital Partners, which is filed as exhibit 10.11, refers to an
"equity line of credit agreement" with eFund Capital Partners for
$2
million.  In your response letter, please tell us whether this
equity
line of credit was ever created and utilized.  Clarify whether any
of
the shares offered for resale by eFund Capital Partners were
issued
pursuant to this equity line of credit.
36. We note that Mr. Imbassanhy did not have any relationship with
the company within the past three years.   In your response
letter,
please tell us if he had any prior relationship with the company.

37. Please disclose the natural persons who exercise the voting
and/or dispositive powers with respect to the securities to be
offered for resale by your selling stockholders that are non-
reporting entities.  For example, disclose the natural persons who
have such powers over the shares held by the vari