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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 4, 2004
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PROFILE TECHNOLOGIES, INC.
(Exact Name of registrant as specified in its charter)
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Delaware 0-21151 91-1418002
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2 Park Avenue, Suite 201
Manhasset, New York 11030
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 365-1909
Former Name or Former Address, if Changed Since Last Report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountant.
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On November 4, 2004, the Company dismissed KPMG LLP ("KPMG") as its
independent accountant. The decision to change independent accountants was
approved by the Company's Audit Committee and Board of Directors.
During the audits of the Company's two most recent fiscal years ended June
30, 2004 and through November 4, 2004, the Company has had no disagreements
with KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of KPMG, would have caused it to make
reference to the subject matter of such disagreements in its report on the
financial statements of the Company for such period. During the Company's
two most recent fiscal years and through the date of this report, the
Company has had no reportable events under Item 304(a)(1)(iv) of Regulation
S-B, except as discussed in the next paragraph below.
During the audit for the year-ended June 30, 2004, KPMG advised the
Company's Audit Committee that they identified one material weakness in the
Company's internal controls. The material weakness identified related to
the accounting and financial reporting for the non-payment of interest on
the convertible debt, causing certain of the notes to be in default as of
June 30, 2004. The accounting for this default is included in the Company's
financial statements for the year-ended June 30, 2004. The Company has
implemented processes and procedures to review debt agreements, on a
quarterly basis, to ensure that the Company is in compliance with the terms
of its debt instruments and covenants. In instances of non-compliance, the
Company will take the necessary actions to remedy the non-compliance and
consider the impact of any non-compliance in the reporting of the Company's
financial statements.
The audit reports of KPMG on the financial statements of the Company as of
and for each of the past two fiscal years ended June 30, 2004 and 2003 did
not contain any adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting
principles, except as follows:
KPMG's report on the financial statements of the Company as of and for the
years ended June 30, 2004 and 2003, contained a separate paragraph stating
that "the Company has incurred net losses since inception and has a working
capital deficit at June 30, 2004 that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in note 7. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."
The Company has requested KPMG to furnish it with a letter addressed to the
Commission stating whether or not KPMG agrees with the above statements. A
copy of such letter, dated November 9, 2004, is filed as Exhibit No. 16 to
this report.
(b) New independent accountant.
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The Company has engaged Peterson Sullivan PLLC ("Peterson Sullivan") as its
new independent accountant as of November 4, 2004. During the Company's two
most recent fiscal years and through the date of their engagement by the
Company, the Company did not consult with Peterson Sullivan regarding the
issues of the type described in Item 304(a)(2) of Regulation S-B.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Description
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16 Letter from KPMG to the Securities and Exchange Commission
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Profile Technologies, Inc.
(Registrant)
Date: November 9, 2004 By: /s/ PHILIP L. JONES
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Name: Philip L. Jones
Title: Chief Operating Officer