SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
TEL 212 930 9700 FAX 212 930 9725 EMAIL: INFO@SRFF.COM
March 6, 2007
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara Jacobs,
Assistant Director
Jeff Werbitt, Esq.
Jay Ingram, Esq.
Re: ProtoSource Corporation
Schedule 14A filed December 19, 2006
File No: 0-25594
Ladies and Gentlemen:
ProtoSource Corporation (the "Company"), has today filed an amended
preliminary information statement. This letter responds to your letter dated
December 22, 2006, relating to comments of the staff of the Securities and
Exchange Commission in connection with the above-referenced submission.
The responses to the staff's comments are numbered to relate to the
corresponding comments in your letter.
General
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1. The Company is relying on Instruction 1 to Item 13 of Schedule 14A in
connection with the omission of financial statements and other information. In
particular, the action being taken relates solely to an increase in the
Company's authorized common stock and does not relate to an exchange, merger,
consolidation, acquisition or similar transaction. Therefore, we do not believe
the inclusion of financial statements and other information required by Item 13
would be material to the exercise of prudent judgment by an investor.
2. The disclosure has been revised to include a materially complete
description of the issuances identified in the first full paragraph on page 3.
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We appreciate your timely consideration of these matters in your review of
the filing referenced above. If you or others have any questions or would like
additional information, please contact me at 212-930-9700.
Very truly yours,
/s/ Thomas A. Rose
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Thomas A. Rose
cc: Mr. Peter Wardle,