UNITED STATES
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
Date of Report (Date of earliest event reported): September 1, 2009
PROTOSOURCE CORPORATION
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(Exact name of registrant as specified in its charter)
California 000-25594 77-0190772
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1236 Main Street
Hellertown, Pennsylvania 18055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 814-0550
(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 Instructions A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Change in Registrant's Certifying Accountant
ProtoSource Corporation and Subsidiaries ("the Company") was notified that its
independent registered public accounting firm, Margolis & Company P.C.
("Margolis"), planned to combine its practice with the accounting firm of Marcum
LLP ("Marcum") effective September 1, 2009 (the "Combination"). In anticipation
of the Combination, Margolis resigned as the Company's independent registered
public accounting firm effective September 1, 2009.
On September 1, 2009, Marcum was formally engaged as the Company's new
independent registered public accounting firm to audit the Company's financial
statements for the fiscal year ended December 31, 2009. The decision to retain
Marcum as the Company's independent public accounting firm following the
Combination was recommended and approved by the Directors on September 1, 2009.
For the Company's previous two fiscal years ended December 31, 2008 and 2007
(the "Fiscal Years"), Margolis served as the Company's independent registered
public accounting firm engaged to examine the Company's consolidated financial
statements. The reports of Margolis on the financial statements for the Fiscal
Years did not contain an adverse opinion or disclaimer of opinion, nor were the
reports qualified as to audit scope or accounting principles. The audit report
was modified to include an emphasis of a matter as to a going concern
uncertainty.
During the period from the engagement of Margolis through the date of the
resignation of Margolis, including the Company's most recent fiscal year and the
subsequent interim period, there were no disagreements with Margolis, whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Margolis, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
During the Fiscal Years and the subsequent interim period through the effective
date of the Combination, Marcum did not advise the Company with respect to any
of the matters described in paragraphs (a)(2)(i) or (ii) of Item 304 of
Regulation S-K.
The Company has requested Marcum to review the disclosure in this Report on Form
8-K before filing with the Securities and Exchange Commission and has provided
Marcum the opportunity to furnish the Company with a letter addressed to the
Commission containing any new information, clarification of the Company's
statements, or the respects in which it does not agree with the statements made
in this Report on Form 8-K. Marcum has informed the Company that it has reviewed
these disclosures and does not intend to furnish the Company with such a letter.
The Company has also provided Margolis a copy of the disclosures set forth above
and has requested Margolis to furnish the Company with a letter addressed to the
SEC stating whether Margolis agrees with the statements made by the Company in
this Report. The letter of Margolis is attached hereto as Exhibit 16.1
SIGNATURES
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.
ProtoSource Corporation
Date: September 1, 2009 By: /s/ Peter Wardle
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Chief Executive and
Chief Financial Officer