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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2008
|_| 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 000-29196
PROFILE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 91-1418002
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Park Avenue, Suite 201
Manhasset, New York 11030
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(Address of principal executive offices) (Zip Code)
(516) 365-1909
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(Regristrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
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.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer (Do not check |_| Smaller reporting company |X|
if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.). Yes |_| No |X|
The aggregate market value, based on the average bid and asked prices on the OTC
Bulletin Board on September 11, 2008, of the voting common stock, $0.001 par
value per share, held by non-affiliates of the issuer as of September 11, 2008
was approximately $24,570,282.
There were 15,634,160 shares of common stock, $0.001 par value per share,
outstanding as of September 11, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
The information contained in Items 9, 10, 11, 12, and 14 of Part III of this
Form 10-K have been incorporated by reference to the issuer's Definitive Proxy
Statement on Form 14A for its Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission within 120 days after the close of the
fiscal year ended June 30, 2008.
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EXPLANATORY NOTE
Profile Technologies, Inc. (the "Company") is filing this Annual Report on Form
10-K/A (the "Amendment") to amend the Annual Report on Form 10-KSB filed on
September 25, 2008 for the year ended June 30, 2008 the ("Original Filing"). The
purpose of this Amendment is to respond to comments received from the Securities
and Exchange Commission (the "SEC") relating to the certification filed as
Exhibit 31.1 and to revise the certification to reflect the form set forth in
Item 601(b)(31) of Regulation S-B. This Amendment does not otherwise update any
exhibits as originally filed. This Amendment does not amend any other
information previously filed in the Original Filing. Except for the cover page
and this explanatory note, this Amendment continues to speak as of the original
filing date and does not update the disclosures contained therein to reflect any
events or results which occurred subsequent to the filing date of the Original
Filing. Accordingly, this Amendment should be read in conjunction with any of
the Company filings with the SEC subsequent to the filing of the Original
Filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROFILE TECHNOLOGIES, INC.
April 17, 2009 By /s/ Henry E. Gemino
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Henry E. Gemino
Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant in the capacities and as of
the dates indicated:
Signature Title Date
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/s/Charles Christenson Director April 17, 2009
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Charles Christenson
/s/Murphy Evans Director April 17, 2009
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Murphy Evans
/s/Henry E. Gemino Director April 17, 2009
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Henry E. Gemino
/s/Richard L. Palmer Director April 17, 2009
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Richard L. Palmer