SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1997

Commission file number 0-21151


                           PROFILE TECHNOLOGIES, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

DELAWARE                                                    91-1418002
-------------------------------                        -------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)


1077 Northern Blvd., Roslyn, NY                               11576
---------------------------------------                      --------
(Address of principal executive offices)                    (Zip Code)


                                  516-365-1909
                            -------------------------
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

     There were 4,262,600  shares of common stock issued and  outstanding on May
9, 1997.

Transitional Small Business Disclosure Format
(Check one):

Yes          No    X
    -----        -----


                                                     

<PAGE>
                           PROFILE TECHNOLOGIES, INC.
                       (Formerly Pipeline Profiles, Ltd.)
                        (A Development Stage Enterprise)

                            Condensed Balance Sheets

--------------------------------------------------------------------------------
                                                    March 31,        June 30,
                                                      1997             1996
--------------------------------------------------------------------------------
                                                  (unaudited)

                                     ASSETS
                                     ------

Current Assets:
   Cash and cash equivalents                       $ 5,122,139          212,689
   Prepaid expenses                                     77,883              249
                                                   -----------      -----------
             Total Current Assets                  $ 5,200,022          212,938

Property and equipment, net                             22,012           34,443
Patents                                                128,813          118,361
Other assets                                             1,950             --
Deferred offering costs                                   --             95,864
                                                   -----------      -----------

                                                   $ 5,352,797          461,606
                                                   -----------      -----------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
   Accounts payable - stockholder                        2,500           14,654
   Accounts payable                                      1,406            4,540
   Accrued liabilities                                  64,369           52,699
                                                   -----------      -----------

             Total current liabilities                  68,275           71,893
                                                   -----------      -----------

Stockholders' equity:
Common stock, $0.001 par value 
Authorized 10,000,000 share; issued
and outstanding 4,262,600 shares
at March 31, 1997 and 3,212,600
at June 30, 1996                                         4,263            3,213
Additional paid-in capital                           7,521,110        1,784,354
Deficit accumulated during the
 development stage                                  (2,240,851)      (1,397,854)
                                                   -----------      -----------

             Total stockholders' equity              5,284,522          389,713
--------------------------------------------------------------------------------

                                                   $ 5,352,797      $   461,606
--------------------------------------------------------------------------------

See accompanying notes to condensed financial statements

                                       1

<PAGE>
<TABLE>
<CAPTION>



                                                        PROFILE TECHNOLOGIES, INC.
                                                    (Formerly Pipeline Profiles, Ltd.)
                                                     (A Development Stage Enterprise)

                                                     Condensed Statements of Operations
                                                                 (unaudited)

                                                Period from
                                                July 1, 1988
                                            (inception) through        Three months ended              Nine months ended
                                                  March 31,                March 31,                       March 31,
                                                                       -----------------------       ----------------------
                                                    1997                1997            1996           1997            1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>              <C>           <C>             <C>  
Revenues - testing services and research
 and development fees                       $      462,189             --                 --          30,000          37,500
                                             -------------------------------------------------------------------------------

Costs and expenses:
   Research and development                      1,259,559              55,943          82,018        174,109        166,285
   General and administrative                      624,854             108,480          36,731        169,421         97,605
   Excess of fair market value over exercise
     price of extended and assigned existing
     common stock purchase warrants                350,000                --            90,000         50,000         90,000

Fair value of common stock purchase warrants
     granted to consultants                        509,154                --              --          509,154           --
                                             -------------------------------------------------------------------------------

               Total costs and expenses          2,743,567            164,423           208,749       902,684        353,890
                                             -------------------------------------------------------------------------------

               Loss from operations             (2,281,378)          (164,423)         (208,749)     (872,684)      (316,390)
                                             --------------------------------------------------------------------------------

Interest Income                                     40,427             28,345             1,645        29,687          3,700
Other Income                                           100               --                 --           --              --
                                             -------------------------------------------------------------------------------

                Net loss                    $   (2,240,851)          (136,078)         (207,104)     (842,997)      (312,690)
                                             -------------------------------------------------------------------------------

Net loss per share                                                  $   (0.03)            (0.06)        (0.20)         (0.08)

Weighted average common and common share
 equivalents outstanding                                            4,214,239          3,756,350    4,214,239      3,756,350
----------------------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed financial statements

                                                                     2



</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                                              PROFILE TECHNOLOGIES, INC.
                                          (Formerly Pipeline Profiles, Ltd.)
                                           (A Development Stage Enterprise)

                                          Condensed Statements of Cash Flows
                                                      (unaudited)


                                                                         Period from
                                                                        July 1, 1988
                                                                   (inception) through     Nine months ended
                                                                         March 31,              March 31,
                                                                                          ---------------------
                                                                            1997          1997           1996
---------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>             <C>  

Cash flows from operating activities:
   Net loss                                                            $( 2,240,851)    (842,997)      (312,690)
   Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
     Depreciation and amortization                                          111,792       15,272         15,931
     Services rendered in exchange for common stock                          10,000          --             --
     Excess of fair value over exercise price of extended
      and assigned existing common stock purchase warrants                  350,000       50,000         90,000
     Fair value of common stock purchase warrants granted to
      consultants                                                           509,154      509,154            --
     Change in assets and liabilities:
      Contract work in progress                                                --            --         ( 2,500)
      Accounts receivable/payable-stockholder                                 2,500      (12,154)        21,580
      Prepaid expenses                                                   (   77,883)     (77,634)       (   708)
      Security deposits                                                  (    1,950)     ( 1,950)           --
      Accounts payable                                                        1,406      ( 3,134)         1,354
      Accrued liabilities                                                    64,369       11,670        (34,193)
      Accrued wages                                                            --            --         (11,555)
                                                                        ---------------------------------------
               Net cash used in operating activities                     (1,271,463)    (351,773)      (232,781)
                                                                        ---------------------------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                               6,650,219    5,306,151        401,400
     Repurchase of common stock                                          (   14,000)         --           --
     Deferred IPO costs                                                        --        (31,635)      ( 43,516)
     Organization costs                                                  (    4,101)         --           --
                                                                         --------------------------------------
               Net cash provided by (used in) financing activities        6,632,118    5,274,516        357,884
                                                                         --------------------------------------

Cash flows from investing activities:
     Patents                                                             (  108,813)     (10,452)         --
     Purchase of property and equipment                                  (  129,703)     ( 2,841)      (  6,318)
                                                                         --------------------------------------
               Net cash used in investing activities                     (  238,516)     (13,293)      (  6,318)
                                                                         --------------------------------------

               Increase (decrease) in cash and cash equivalents           5,122,139    5,122,139        118,785

Cash and cash equivalents at beginning of period                                  0      212,689        191,126
                                                                        ---------------------------------------

Cash and cash equivalents at end of period                                5,122,139    5,122,139        309,911
                                                                         --------------------------------------

Supplemental disclosure of noncash financing and investing activities:
     Deferred IPO costs netted against proceeds from issuance of
      common stock                                                          127,499      127,499          --
     Patent costs in exchange for common stock                         $     20,000          --          20,000
---------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed financial statements


                                                               3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                  PROFILE TECHNOLOGIES, INC.
                                              (Formerly Pipeline Profiles, Ltd.)
                                               (A Development Stage Enterprise)

                                              Statements of Stockholders' Equity
                                                          (unaudited)
-------------------------------------------------------------------------------------------------------------------------
                                                                                                     Deficit
                                                                                                   accumulated     Total
                                                                                    Additional     during the      stock-
                                                                Common Stock         paid-in       development    holders'
                                                           Shares          Amount    capital         stage        equity
-------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>                                         <C>
Sale at inception (July 1, 1988), $.0005 per share       1,000,000        $   500       --                            500
Sale of common stock in July, $.0005 per share             600,000            300       --                            300
Sale of common stock in September, $.25 per share          400,000          1,200     98,800                      100,000
Net loss                                                      --              --        --       ( 85,749)       ( 85,749)
                                                         ----------------------------------------------------------------

Balances at June 30, 1989                                2,000,000          2,000     98,800     ( 85,749)         15,051

Sale of common stock in September, $.25 per share           80,000             80     19,920         --            20,000
Net loss                                                      --               --       --       ( 13,683)       ( 13,683)
                                                         ----------------------------------------------------------------

Balances at June 30, 1990                                2,080,000          2,080    118,720     ( 99,432)         21,368

Sale of common stock in October, $.25 per share            114,000            114     28,386         --            28,500
Issuance of common stock for services in November, $.25
  per share                                                 40,000             40      9,960         --            10,000
Net loss                                                      --               --       --       ( 30,593)        (30,593)
                                                         ----------------------------------------------------------------

Balances at June 30, 1991                                2,234,000          2,234    157,066     (130,025)         29,275

Sale of common stock in September, $.625 per share         296,000            296    184,704         --           185,000
Sale of common stock in May, $1.50 pe share                141,268            141    211,761         --           211,902
Net loss                                                     --                --       --       (267,186)       (267,186)
                                                          ---------------------------------------------------------------

Balances at June 30, 1992                                2,671,268          2,671    553,531     (397,211)        158,991

Sale of common stock in January, $1.50 per share            51,000             51     76,449         --            76,500
Net loss                                                     --                 --      --       (132,905)       (132,905)
                                                         ----------------------------------------------------------------

Balances at June 30, 1993                                2,722,268          2,722    629,980     (530,116)        102,586

Net loss                                                     --                --       --       ( 13,503)       ( 13,503)
                                                         ----------------------------------------------------------------

Balances at June 30, 1994                                2,722,298          2,722    629,980     (543,619)         89,063

Repurchase of common stock in October                    (  16,000)        (   16)  ( 13,984)        --          ( 14,000)
Sale of common stock in December, $1.75 per share,
  net of issuance costs of $22,115                         268,332            269    447,196         --           447,465
Excess of fair value over exercise price of existing
  common stock purchase warrants extended in December          --              --    210,000         --           210,000
Net loss                                                       --              --       --       (453,382)       (453,382)
                                                          ---------------------------------------------------------------

Balance at June 30, 1995                                 2,974,600          2,975  1,273,192     (997,001)        279,166

Issuance of common stock for services in
  October, $1.00 per share                                  20,000             20     19,980         --            20,000
Sale of common stock in December-March, $2.00 per
  share, net of issuance costs of $34,600                  218,000            216    401,182         --           401,400
Excess of fair value over exercise price of
  existing common stock purchase warrants extended
  in March                                                     --              --     90,000         --            90,000
Net loss                                                       --              --       --       (400,853)       (400,853)
                                                         ----------------------------------------------------------------
Balances at June 30, 1996                                3,212,600          3,213  1,784,354   (1,397,854)        389,713

Fair value of common stock purchase warrants granted
  to consultants (unaudited)                                   --             --     509,154         --           509,154
Excess fair market value over exercise price of
  existing common stock purchase warrants assigned by
  principal stockholder to others (unaudited)                  --             --      50,000         --            50,000
Sale of common stock in February-March, $6.00 per
  share, net of issuance costs of $1,087,391             1,050,000          1,050  5,177,602         --         5,178,652
Net loss (unaudited)                                          --              --        --      ( 842,997)      ( 842,997)
-------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 1997 (unaudited)                   4,262,600          4,263  7,521,110   (2,240,851)      5,284,522
-------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed financial statements
                                                                      4
</TABLE>
<PAGE>


                           PROFILE TECHNOLOGIES, INC.
                       (Formerly Pipeline Profiles. Ltd.)
                        (A Development Stage Enterprise)

                     Notes to Condensed Financial Statements




(1) Basis of Presentation

     The unaudited interim condensed financial statements and related notes have
     been  prepared  pursuant to the  instructions  to Form 10QSB.  Accordingly,
     certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles   have  been  omitted   pursuant  to  such   instructions.   The
     accompanying  condensed  financial  statements  and related notes should be
     read in conjunction with the audited financial statements and notes thereto
     included in the  registration  statement  on Form SB-2 filed by the Company
     under the Securities Act in February 1997.

     The  information  furnished  reflects,  in the opinion of  management,  all
     adjustments,  consisting of only normal recurring items, necessary for fair
     presentation  of the  results for the interim  periods  presented.  Interim
     results are not necessarily indicative of results for a full year.

(2) Initial Public Offering

     During  February,  1997, the Company  closed an initial public  offering of
     1,050,000  shares  of its  common  stock  at a price of $6 per  share.  Net
     proceeds to the Company were approximately $5,179,000.

(3) Net Loss Per Share

     Net loss per share is computed by dividing net loss by the weighted average
     number of shares of common stock and common stock  equivalents  outstanding
     during each year. Common stock  equivalents  include all warrants and stock
     options  which would have a dilutive  effect,  applying the treasury  stock
     method. Additionally, common and common equivalent shares issued during the
     twelve  months  immediately  preceding  the date of the Company's / initial
     public  offering have been included in the calculation of common and common
     equivalent  shares as if they were  outstanding for all periods  presented,
     including  loss years  where the impact of the  incremental  shares is anti
     dilutive,  using the treasury stock method and an initial  public  offering
     price of $6 per share.


                                       6


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.
--------------------------------------------------------------------------------

GENERAL

     The Company is in the business of developing and commercializing  potential
processes for the non-destructive, non-invasive testing of both above ground and
buried  pipeline to evaluate the condition  and  integrity of the pipeline.  The
Company believes that the development of its pulse propagation  analyzer process
and the further refinement of the technology associated therewith has progressed
to the point where it believes  commercial  utilization  is feasible in the near
term.  The Company has not, as of yet,  obtained  significant  revenues from its
planned primary source of revenues and has no commercial  contracts in place for
the use of its  process  or  technology.  The goal of the  Company  has been the
establishment  of  technological  feasibility  associated  with its  services to
electronically  measure  corrosion in piping of all kinds. The Company's process
identifies  areas of corrosion,  areas that lack cathodic  protection  and areas
that may have defective coating on both below ground and above ground pipes. The
pulse  propagation  analyzer  consists  of  a  computer,   software  to  enhance
collection and processing of data, a precision multi-channel pulse generator and
a signal  analyzer.  During fiscal 1996, the Company began to see rapid progress
in the development of its technology and its ability to meet the expectations of
potential  customers.  By that time,  the  Company had begun to  accelerate  its
efforts  and expend  more  resources  to develop its  technology  faster.  Thus,
expenses have been generally  increasing at a faster pace than in prior periods.
The Company  expects these trends to continue as its  technological  development
continues  at this  accelerated  pace.  The  Company  believes  that it attained
technological feasibility of its process with the completion of its research and
development activity in a controlled environment in July of 1996.

     In order for the Company to obtain significant revenues from the use of its
technology,  the Company must establish a sales and marketing  organization that
is effective  and obtains  customers  for its pulse  propagation  analyzer.  The
Company must also be able to supply and train work crews in  sufficient  numbers
to satisfy the requirements of its customers.  From inception  through March 31,
1997,  the Company  incurred  losses of  $2,240,851  and losses are  expected to
continue at least  through the fourth  quarter of the year ending June 30, 1997;
no assurances can be given that losses will not continue thereafter.

RESULTS OF OPERATIONS

Quarter Ended March 31, 1997 Compared to the Quarter Ended March 31, 1996
-------------------------------------------------------------------------

     The Company has no revenues for either of the quarters ended March 31, 1997
and March 31, 1996 respectively.  The loss from operations for the quarter ended
March 31, 1997 was $164,423  compared to a loss from  operations of $208,749 for
the quarter ended March 31, 1996. The operating loss for the quarter ended March
31,  1997 was offset  somewhat  by  interest  income in the  amount of  $28,345,
representing  interest  earned from  proceeds of the Company's  public  offering
which was completed in February of 1997. This resulted in a net loss of $136,078
for the quarter  ended March 31, 1997 compared to a net loss of $207,104 for the
quarter ended March 31, 1996.  Research and  development  expenses  decreased to
$55,943 for the quarter ended March 31, 1997 compared to $82,018 for the quarter
ended March 31, 1996.  This was indicative of limited  amounts of cash available
to the Company in the quarter ended March 31, 1997 prior to completion of the

                                        7

<PAGE>



Company's public stock offering.  General and administrative  expenses increased
to $108,480  for the quarter  ended March 31, 1997 from  $36,731 for the quarter
ended March 31, 1996,  primarily because of increased  expenses  associated with
setting up new corporate  offices in New York  following  the  completion of the
public  offering,  professional  fees  related  to  various  tax and  accounting
matters, and board of directors liability insurance.

Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996.
------------------------------------------------------------------------------

     Revenues  decreased slightly to $30,000 for the nine months ended March 31,
1997 from  $37,500 for the nine months  ended March 31,  1996.  Revenues in both
nine month  periods  were derived from  research  and  development  contracts or
demonstration contracts with two large multi-national oil companies. Total costs
and expenses for the nine months ended March 31, 1997 were $902,684  compared to
total costs and  expenses of $353,890  for the nine months ended March 31, 1996.
Of the total  costs and  expenses  for the nine  months  ended  March 31,  1997,
$559,154,  or 61.9% were for noncash,  nonrecurring  charges associated with the
issuance or extension of common stock purchase  warrants.  Without giving effect
to such costs and  expenses,  total costs and expenses for the nine months ended
March 31, 1997 were  $343,530  compared to  $263,890  for the nine months  ended
March 31, 1996.  This  represents an increase of $79,640 or 30.2%.  Research and
development  expenses  increased to $174,109 for the nine months ended March 31,
1997 from  $166,285  for the nine months  ended March 31,  1996,  an increase of
$7,824 or 4.7%.  The  increase  is  primarily  due to an  increase  in  expenses
relating  to a  field  demonstration  of the  Company's  technology  for a large
multi-national  oil  company  in  Alaska  in  September  of  1996.  General  and
administrative  expenses  increased  for the nine months ended March 31, 1997 to
$169,421 compared to $97,605 for the nine months ended March 31, 1996.

     Management  believes  that both  revenues  and  expenses of the Company are
likely to increase  during the fiscal year ending June 30, 1997 if it is able to
secure  contracts with customers,  of which there is no assurance.  The revenues
earned by the Company to date  principally  relate to research  and  development
activities  that have been sponsored by large  multi-national  oil companies and
large  utilities.  These  activities  included field research and development at
such companies'  facilities.  These activities are likely to continue during the
year ending June 30, 1997 and for the  foreseeable  future.  Management  is also
vigorously working towards obtaining fee for service contracts,  which are hoped
to be the major source of the Company's  revenues.  If fee for service contracts
are obtained,  management expects its expenditures associated with personnel and
testing  equipment  will begin to rise.  In addition,  as the Company  begins to
actually  provide  fee  for  service  work,  additional  administrative  support
activities will increase together with related expenses.

LIQUIDITY AND CAPITAL RESOURCES

         Revenues for the period from July 1, 1988 (inception) through March 31,
1997,  were $462,189  while expenses were  $2,743,567,  resulting in a loss from
operations,   since  inception,  of  $2,281,378.  Net  cash  used  in  operating
activities from inception through March 31, 1997 was $1,271,463. Of this amount,
$196,593 was spent in the three month period ended March 31, 1997.  For the nine
months ended March 31, 1997, cash used in operations was $351,773.  Thus,  while
the  revenues  derived  from  research  and  development  activities  funded  by
multi-national  oil  companies  and  major  utilities  have been  indicative  of
financial support for the Company's efforts to develop its technology, they have

                                        8

<PAGE>



not been sufficient to cover expenses.  Accordingly,  the Company has maintained
adequate liquidity and cash reserves through the private placement of its common
stock.  Such offerings,  from inception through the period ended March 31, 1997,
totaled $1,471,567. In December 1994 the Company extended the expiration date on
certain Common Stock purchase  warrants which,  pursuant to the  requirements of
generally  accepted  accounting  principals,  resulted in the  recognition of an
additional  contribution  of capital in the amount of $210,000  together  with a
corresponding  charge  to  compensation  expense.  Such  warrants  were  further
extended  in the  quarter  ended  March 31,  1996 and the  Company  incurred  an
additional  expense of  $90,000  in  connection  therewith.  Additional  noncash
expenses relating to the issuance of new warrants or the extension of previously
issued  warrants in the amount of $559,154  were  incurred in the quarter  ended
December 31, 1996. These  transactions had no effect on aggregate  stockholders'
equity. The Company did not have difficulty  arranging for private placements of
its common stock in the past, and these placements provided sufficient liquidity
for the Company to operate.  The Company's  available  cash as of March 31, 1997
increased substantially because of the public offering proceeds. The Company was
able to maintain a positive  working  capital  position in between  common stock
offerings  through prudent expense  control.  At March 31, 1997, the Company had
working  capital  of  $5,131,747  and  no  long  term  commitments  or  material
commitments for capital expenditures.

     In February of 1997, the Company  completed an initial  public  offering of
its common stock,  selling  1,000,000  shares at a price of $6.00 per share,  as
well as an Underwriter's  overallotment option of 50,000 shares, also at a price
of $6.00 per share.  Net  offering  proceeds of  approximately  $5,179,000  were
realized  by the  Company  from  this  public  offering.  The  Company,  pending
utilization of the net proceeds in operations,  anticipates  that it will invest
such  proceeds in  short-term,  high grade,  interest-bearing  instruments.  The
Company  believes that its current capital  resources and liquidity are adequate
for at least the next twelve months.  Other than  equipment  purchases for field
crews if the  Company is  successful  in  obtaining  commercial  contracts,  the
Company does not have any plans for significant capital  expenditures.  To date,
the Company has only obtained  small  research and  development  contracts,  the
proceeds of which were used to defray a portion of the  Company's  research  and
development costs.

RESOURCES

     As of March 31, 1997 the Company did not have any material  commitments for
capital  expenditures.  However,  it is  management's  intention  to direct  the
Company's  activities  towards obtaining fee for service  contracts,  which will
necessitate the Company attracting,  hiring,  training and outfitting  qualified
technicians. The Company's intention is to purchase such equipment for its field
crews for the foreseeable future, until such time as the scope of the operations
may require alternate  sources of financing such equipment.  The timing of these
events  is  dependent  upon the  Company's  ability  to obtain  fee for  service
contracts,   which  is  dependent  upon  the  Company's  continuing  ability  to
demonstrate the  effectiveness of its technology.  The Company believes that its
cash position is  sufficient to satisfy its operating  needs for the next twelve
months.  Management believes it is well on the way to reaching these milestones,
but there can be no assurance that the Company's process will be accepted within
any particular time frame, or at all. The Company recently  acquired  commercial
office  space in the  NewYork  City area and is  looking  for space to carry out
research and  development  activities  in Lynden,  Washington.  The Company will
incur increased expenses  associated with the leasing of such space. The Company
will also incur additional personnel expenses as it hires and trains field crews
and support personnel related to the successful receipt of commercial contracts.


                                        9

<PAGE>

                                     PART II

Item 1.  Legal Proceedings.

     The Company is not a party to any pending or threatened legal proceedings.

Item 2.  Changes in Securities.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.  Other Information.

     None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits.
                  None

         (b) Reports on Form 8-K.
                  None



                                        10

<PAGE>


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                                PROFILE TECHNOLOGIES, INC.
                                                    (Registrant)


Date: May 12, 1997                              /S/  G. L. SCOTT
                                                -------------------------------
                                                G.L. SCOTT
                                                Chief Executive Officer



                                                /S/  HENRY GEMINO
                                                --------------------------------
                                                HENRY GEMINO
                                                Chief Financial Officer


                                        11