UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

______________________

Date of Report (Date of earliest event reported): ~~May~~July 1222, 2011

PROFILE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of incorporation)

000-29196

(Commission

File Number)

91-1418002

(I.R.S. Employer

Identification No.)

2 Park Avenue, Suite 201 Manhasset, NY	11030
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (516) 365-1909

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 (see General Instruction A.2. below):

o □ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o □ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 47.01. ~~Changes~~Regulation inFD ~~Registrant’s Certifying Accountant~~Disclosure.

As previously disclosed, on May 9, 2011, Profile Technologies, Inc. (the “Company”) filed for a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of New York (“Bankruptcy Court”) (Case No. 8-11-73269). On July 22, 2011, the Company filed with the Bankruptcy Court its monthly operating report for each of the following periods: (i) May 9, 2011 to May 31, 2011 and (ii) June 1, 2011 to June 31, 2011(each report, a “Monthly Operating Report” together, the “Monthly Operating Reports”). The Monthly Operating Reports are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

OnThe ~~May~~information ~~12,~~set ~~2011,~~forth ~~the~~in ~~Company~~this ~~was~~Item ~~notified~~7.01 byand ~~Peterson Sullivan LLP (~~the ~~“Former~~attached ~~Auditor”)~~Exhibit ~~that~~99.1 itand ~~has~~Exhibit ~~resigned~~99.2 asshall ~~the~~not ~~independent~~be ~~registered~~deemed ~~public~~to ~~accounting~~be ~~firm~~“filed” for ~~the~~purposes ~~Company~~of ~~effective~~Section as18 of ~~that~~the ~~date,~~Securities ~~and~~Exchange ~~that~~Act itof ~~was~~1934 ~~withdrawing~~or ~~its~~otherwise ~~review~~subject ~~report related~~ to the ~~previously~~liabilities ~~issued~~of ~~financial~~that ~~statements in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011~~section.

~~Given~~Cautionary ~~the~~Statement ~~pending~~Regarding ~~bankruptcy~~Financial ~~case,~~Operating the Company’s Board of Directors does not intend to appoint a new independent registered public accounting firm. The Company will likely not be able to file any future Quarterly Reports or Annual Reports (“Quarterly and Annual Reports”) required to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, until such time as the Company emerges from bankruptcy protection and the Company is able to secure additional capital. There is, however, no guarantee that, if and when the Company emerges from bankruptcy protection, the Company will be able to secure additional capital and, if able to, that it will again be able to file its Quarterly and Annual Reports.Data

The ~~report~~Company ofcautions ~~the~~investors ~~Former~~and ~~Auditor~~potential investors not to place undue reliance on the ~~consolidated~~information ~~financial~~contained ~~statements~~in the Monthly Operating Reports, which was not prepared for the purpose of providing the ~~Company~~basis for ~~the~~an ~~fiscal~~investment ~~years~~decision ~~ended~~relating ~~June~~to ~~30,~~any ~~2010~~of ~~and~~the ~~2009~~securities (of the ~~last~~Company. ~~fiscal~~Each ~~years~~Monthly ~~for~~Operating ~~which~~Report is limited in scope, covers a ~~report~~limited ~~was~~time ~~issued)~~period ~~contained~~and nohas ~~adverse~~been ~~opinion~~prepared orsolely ~~disclaimer~~for the purpose of ~~opinion~~complying ~~and~~with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not ~~qualified~~prepared orin ~~modified~~accordance aswith toGenerally ~~uncertainty~~Accepted Accounting Principles in the United States, ~~audit~~has ~~scope~~not orbeen ~~accounting~~audited ~~principle~~by independent accountants, ~~except~~is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the ~~report~~perspective ~~included~~of an ~~explanatory~~investor ~~paragraph~~or ~~expressing~~potential ~~substantial~~investor ~~doubt~~in ~~about~~the Company’s securities, each Monthly Operating Report is complete. The Monthly Operating Reports also contain information for periods which are shorter than or otherwise different from those required in the Company’s ~~ability~~reports pursuant to ~~continue~~the asSecurities aExchange ~~going~~Act ~~concern,~~of as1934 (the “Securities Exchange Act”), atand such information may not be indicative of the Company’s financial condition or operating results for the period that ~~date,~~would be reflected in the Company’s ~~had~~financial ~~not~~statements ~~yet~~or ~~generated~~in ~~positive~~its ~~cash~~reports ~~flows~~pursuant ~~and~~to ~~had~~the anSecurities ~~accumulated~~Exchange ~~deficit~~Act. ~~and~~Information ~~negative~~set ~~working~~forth ~~capital~~in the Monthly Operating Reports should not be viewed as indicative of future results.

~~Except~~Cautionary asStatement ~~disclosed~~Regarding ~~in this Form 8~~Forward-K,Looking during the years ended June 30, 2010 and 2009, and during the interim period from the end of the most recently completed fiscal year through May 12, 2011, the date of resignation, there were no disagreements with the Former Auditor 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 the Former Auditor on would have caused it to make reference to such disagreement in its report. During the fiscal years ended June 30, 2010 and 2009, and during the interim period from the end of the most recently completed fiscal year through May 12, 2011, there were no “reportable events” (as defined in Item 304 of Regulation S-K) between the Company and the Former Auditor.Statements

~~The~~This ~~Former~~report ~~Auditor~~contains ~~stated~~forward-looking ~~orally~~statements towithin the ~~Company’s~~meaning ~~audit~~of ~~committee~~the onPrivate ~~May~~Securities 13Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as “projects,” ~~2011~~“expect,” “estimated,” “possibility,” “opportunity,” “guidance,” “goal,” “will,” “may,” “intend,” “anticipates,” and other words of similar meaning. One can also identify them by the fact that itthey ~~was~~do ~~resigning~~not asrelate ~~independent~~strictly ~~registered~~to ~~public~~historical ~~accounting~~or ~~firm~~current facts. These statements are subject to risks and ~~withdrawing~~uncertainties ~~its~~that ~~review~~could ~~report~~cause ~~with~~actual ~~respect~~results and plans to ~~financial~~differ ~~statements~~materially from those included in the ~~Form~~Company’s 10forward-Qlooking ~~for~~statements. ~~the~~Factors ~~period~~that ~~ended~~impact ~~March~~such ~~31,~~forward-looking ~~2011~~statements include, ~~due~~among toothers, ~~among~~changes ~~other~~in ~~reasons,~~worldwide ~~its~~general ~~belief~~economic ~~that~~conditions; itgovernment ~~could~~regulations; nothe ~~longer~~ability ~~work~~of ~~effectively~~our ~~with~~management ~~the~~to ~~Company~~successfully ~~because~~implement ofour ~~the~~business ~~Company’s~~plan ~~alleged~~and ~~failure~~strategy; our ability to ~~disclose~~successfully ~~material~~implement ~~subsequent~~our ~~events,~~business ~~including~~plan anand ~~impending~~strategy ~~bankruptcy,~~during a management transition period; our ability to ~~the~~fund ~~Former~~our ~~Auditors~~operations ~~during~~including ~~its~~the ~~review~~cost and availability of ~~the~~capital ~~Company’s~~and ~~Quarterly~~credit; ~~Report~~our onability ~~Form~~to ~~10-Q~~compete ~~for~~effectively including our ability to maintain and increase our market share in the ~~period~~markets ~~ended~~in ~~March~~which ~~31,~~we ~~2011.~~do Asbusiness; athe ~~consequence~~impact of the ~~Former~~bankruptcy ~~Auditor’s~~proceeding ~~withdrawing~~on the holders of ~~its~~the ~~review~~Company ~~report~~securities; ~~with~~and ~~respect~~our ability to ~~financial~~successfully ~~statements~~develop inand ~~the~~commercialize ~~Form~~our ~~10-Q~~products. ~~for~~For ~~the~~a ~~period~~more ~~ended~~complete ~~March~~discussion ~~31,~~of ~~2011,~~the risks that could affect the Company’'s ~~audit~~business ~~committee~~and ~~has~~finances ~~determined~~and ~~such~~cause ~~financial~~actual ~~statements~~results ~~should~~to nodiffer ~~longer~~materially befrom ~~relied~~management's ~~upon~~expectations, plans, etc., please refer to the Company’s SEC filings.

The Company has provided the Former Auditor a copy of the disclosures in this Form 8-K and has requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not the Former Auditor agrees with the Company’s statements in this Item 4.01. A copy of the letter dated May 17, 2011 furnished by the Former Auditor in response to that request is filed as Exhibit 16.1 to this Form 8-K.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The required disclosures for Item 4.02 are hereby incorporated by references from Item 4.01 of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
16.1		Letter of Peterson Sullivan LLP, dated May 17, 2011.
99.1		Monthly Operating Report for the period from May 9, 2011 to May 30, 2011, filed with the United States Bankruptcy Court for the Eastern District of New York
99.2		Monthly Operating Report for the period from June 1, 2011 to June 30, 2011, filed with the United States Bankruptcy Court for the Eastern District of New York

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.

	By:	/s/ Richard Palmer
		Richard Palmer
		President

Date: ~~May~~July 1726, 2011

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter of Peterson Sullivan LLP, dated May 17, 2011.
99.1		Monthly Operating Report for the period from May 9, 2011 to May 30, 2011, filed with the United States Bankruptcy Court for the Eastern District of New York
99.2		Monthly Operating Report for the period from June 1, 2011 to June 30, 2011, filed with the United States Bankruptcy Court for the Eastern District of New York

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