UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X| 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | N-SAR
For Period Ended: June 30, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________
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Please Print or Type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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Part I -- REGISTRANT INFORMATION
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Profile Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
2 Park Avenue, Suite 201
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Address of Principal Executive Office (Street and Number)
Manhasset, NY 11030
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City, State and Zip Code
Part II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
|X| filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant is not able to file its Form 10-KSB for the period ended June 30,
2004 on the date required because the registrant's independent accountant, KPMG
LLP, has not finalized its audit of the registrant's financial statements in a
manner timely enough to provide its consent for filing by the required date of
September 28, 2004. On September 27, 2004 at approximately 6:00 p.m., KPMG
contacted the registrant and raised, for the first time, concerns over whether
the fact that the registrant had not addressed the accounting and reporting for
debentures which were in default at June 30, 2004. The registrant's accountant
has indicated that they need additional time to complete their audit procedures
subsequent to the registrant's determination of the appropriate accounting and
disclosure for the impact of the default on such debentures. The registrant
expects to file its Form 10-KSB within the 15 calendar days provided by this
extension.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Philip L. Jones (412) 741-5649
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
|X| Yes | | No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
| | Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Profile Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 29, 2004 By /s/ Philip L. Jones
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