SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 BROADWAY NEW YORK NY 10006
TEL 212 930 9700 FAX 212 930 9725 EMAIL: INFO@SRFF.COM
June 29, 2007
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara Jacobs,
Assistant Director
Mark P. Shuman, Esq.
Legal Branch Chief
Jay Ingram, Esq.
Re: ProtoSource Corporation
Schedule 14A initially filed March 7, 2007
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
March 12, 2007, 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 final page of the Proxy Statement has been amended to include an
incorporation by reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2006 and Quarterly Report on Form 10-QSB for the three
months ended March 31, 2007, both of which will be delivered with the Proxy
Statement.
2. The disclosure has been revised to include a materially complete
description of the issuances identified in the first full paragraph on page 3,
including the nature of the arrangements, agreements and relations with the
Company. The descriptions also include the dates of the transactions, the amount
of securities sold and a description of the terms and other agreements related
to such issuances.
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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,
CEO