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
January 30, 2003
(Date of report)
PROTOSOURCE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 33-86242 77-0190772
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(State of Incorporation) (Commission File Number) (IRS Employer ID)
2300 Tulare Street, Suite 210
Fresno, California 93721
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(Address of principle executive offices)
559-490-8600
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(Registrant's telephone number, including area code)
ITEM 4.1
Resignation of Registrant's Certifying Accountant - Angell & Deering
Effective January 27, 2003, Angell & Deering, Certified Public Accountants
("Angell & Deering") resigned as the independent auditor and certifying
accountant of ProtoSource Corporation ("ProtoSource" or the "Company"). This
resignation occurred solely as a result of the partners of Angell & Deering
joining the certified public accounting firm of Mayer Hoffman McCann P.C.
("Mayer Hoffman McCann"). According to information provided to ProtoSource by
Angell & Deering's partner representative to the Company, all of the partners of
Angell & Deering have become partners of Mayer Hoffman McCann.
During ProtoSource's two most recently completed fiscal years, and through the
date of Angell & Deering's January 27, 2003 resignation, there were no
disagreements between the Company and Angell & Deering on any matter of
accounting principles or practices, financial statement disclosure or audit
scope or procedure which, if not resolved to Angell & Deering's satisfaction,
would have caused the firm to make reference to the subject matter in connection
with its reports on ProtoSource's consolidated financial statements for either
such fiscal year or for any reporting period since the Company's last fiscal
year-end.
Angell & Deering's opinion in its report on the Company's financial statements
for the years ended December 31, 2000 and 2001 expressed substantial doubt with
respect to the Company's ability to continue as a going concern. Angell &
Deering's report on the Company's financial statements for the years ended
December 31, 2000 and 2001 did not contain any other adverse opinion, disclaimer
of opinion, or modification or qualification of opinion.
ProtoSource provided Angell & Deering with a copy of the foregoing disclosures
and requested that the firm furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether Angell & Deering agrees with
such disclosures. A copy of such letter, dated January 30, 2003, is filed as
Exhibit 16.1 to this Current Report.
ITEM 7(c). Exhibits.
Exhibit 16.1 Letter of Angell & Deering to the Securities and Exchange
Commission.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
PROTOSOURCE CORPORATION
(Registrant)
/s/ Peter A. Wardle
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By: Peter A. Wardle
Chief Executive Officer
Dated: January 31, 2003