8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-2

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 29, 2006

(November 22, 2006)

PROTEIN POLYMER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19724	33-0311631
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
10655 Sorrento Valley Road, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (858) 558-6064

Not Applicable

(Former name or former address, if changed since last report)

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 4.01 Changes in Registrant’s Certifying Accountants

On November 22, 2006, we were informed by Peterson & Co., LLP (“Peterson”), our independent registered public accounting firm, as follows:

Peterson has consummated a merger with Squar, Milner, Miranda & Williamson, LLP (“Squar Milner”). Squar Milner, which is located in Newport Beach, California, is also registered with the Public Company Accounting Oversight Board (United States). The name of the post-merger firm is Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner Peterson”).

We are required to file this Form 8-K as notification that Squar Milner Peterson succeeds Peterson as our independent registered auditor. During our two most recent fiscal years ended December 31, 2004 and December 31, 2005, and through the date of this Report on Form 8-K, we did not consult Squar Milner with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other matters or reportable events listed in Items 304(a)(2) of Regulation S-K.

Peterson’s reports on our consolidated financial statements as of and for the years ended December 31, 2005 and December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion; however, Peterson’s reports for the years ended December 31, 2005 and December 31, 2004 each contained an explanatory paragraph due to uncertainty regarding our ability to continue as a going concern as described in Note 1 to our financial statements for the fiscal years ended December 31, 2005 and December 31, 2004.

During our two most recent fiscal years ended December 31, 2005 and any subsequent interim period preceding the change from Peterson to Squar Milner Peterson there were no disagreements with Peterson 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 Peterson would have caused them to make reference thereto in their report on our financial statements.

We received a letter dated March 24, 2006 from Peterson addressed to the Chairman of the Audit Committee of our Board of Directors in connection with the audit of our financial statements as of December 31, 2005, which identified certain matters involving internal control and our operations that Peterson considered to be significant deficiencies or material weaknesses under the standards of the Public Company Accounting Oversight Board. These material weaknesses were:

(1) inadequate segregation of duties in the areas of approving invoices and initiating wire transfers;

(2) insufficient personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters;

(3) ineffective controls over period end financial close and reporting processes; and

(4) inadequate procedures for appropriately identifying, assessing and applying accounting principles.

Our management and our Audit Committee have discussed this letter among them and discussed it with Peterson, and agreed to let Peterson discuss it fully with Squar Milner Peterson.

We have effected certain changes to improve our controls over all cash disbursements, including:

1. Weekly forecasting of cash receipts and disbursements reviewed and approved by a senior officer;

2. Approval by senior officers of all disbursements; and

3. Approval by senior officers of all purchase orders and invoices.

.

We have retainedthe services, on a third party basis, of a person experienced in financial supervision matters with sufficient experience to:

1. Oversee the daily accounting function, including cash receipts and disbursements, billing, payroll and month end bookkeeping processes;

2. Identify and resolve non-routine or complex accounting matters;

3. Control period end financial closing and reporting processes; and

4. Identify, assess and apply accounting principles.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements, as necessary and as funds allow.

We have notified the members of our Audit Committee of the facts set forth in this report, including the appointment ofSquar Milner Peterson as the successor to Peterson as our independent registered auditor and no member has disapproved of this appointment.

We have provided Peterson with a copy of the foregoing disclosures. A copy of Peterson’s letter required by Item 304(a)(3) of Regulation SB is included as Exhibit 16.1 to this report.

ITEM 9.- Financial Statements and Exhibits

16.1 Letter from Registrant’s Certifying Accountants

99.1 Letter dated March 24, 2006 from Peterson & Co., LLP addressed to the Chairman of the Audit Committee of the Board of Directors of Protein Polymer Technologies, Inc.

SIGNATURE

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.

	PROTEIN POLYMER TECHNOLOGIES, INC.,
	a Delaware corporation
Date: December 22, 2006	By:	/s/ William N. Plamondon, III
		William N. Plamondon, III
		Chief Executive Officer

EX-16.1

Exhibit 16.1

December 22, 2006

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC

20549 USA

Dear Ladies and Gentlemen:

We have read the Company’s current report on Form 8-K/A2, filed by Protein Polymer Technologies, Inc. December 22, 2006, and are in agreement with the statements regarding our firm as included in Item 4.01 of this form. We have no basis to agree or disagree with other statements of the Company contained therein.

Yours truly,

/s/ Peterson & Co., LLP

PETERSON & CO., LLP

EX-99.1

Exhibit 99.1

March 24, 2006

Mr. Steve M. Lamon

Audit Committee Chairman

Protein Polymer Technologies, Inc.

10655 Sorrento Valley Road

San Diego, CA 92121

In planning and performing our audit of the financial statements of Protein Polymer Technologies, Inc. as of December 31, 2005, we considered the company’s internal control in order to determine our auditing procedures for the purpose of expressing an opinion on the financial statements and not to provide assurance on internal control. However, we noted certain matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards of the Public Company Accounting Oversight Board (PCAOB). A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

The following significant deficiencies were noted that we believe to be material weaknesses:

· Inadequate segregation of duties in the areas of approving invoices and initiating wire transfers.

· Insufficient personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters. Specifically, the Company did not maintain personnel with an appropriate level of accounting knowledge, experience and training in the selection, application and implementation of GAAP and SEC requirements commensurate with the Company’s financial reporting requirements.

· Ineffective controls over period end financial close and reporting processes.

· Inadequate procedures for appropriately identifying, assessing and applying accounting principles.

This letter is intended solely for the information and use of the Audit Committee, management, and others within the organization and is not intended to be and should not be used by anyone other than these specified parties.

/s/ Peterson & Co., LLP

Peterson & Co., LLP

San Diego, California