SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
PROTOSOURCE CORPORATION
(Name of Issuer)
Common Stock. no par value
(Title of Class of Securities)
743958 10 0
(CUSIP Number)
Charles Snow, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10021
(212) 687-3860
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13D-1(b)(3) or (4), check the following box [ ].
Page 1 of 4 pages
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SCHEDULE 13D
CUSIP No. 743958 10 0 Page 2 of 4 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Benedetto
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7) SOLE VOTING POWER
700,000
NUMBER 8) SHARED VOTING POWER
OF SHARES
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 700,000
REPORTING
PERSON WITH 10) SHARED DISPOSITIVE POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
14) TYPE OF REPORTING PERSON
IN
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Page 3 of 4
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, without par value (the
"Shares"), of ProtoSource Corporation., a California corporation (the "Issuer").
The principal executive offices of the Issuer are located at 2580 West Shaw
Lane, Suite 102, Fresno, CA 93711-2765.
Item 2. Identity and Background.
The Reporting Person is John Benedetto. His business address is 460
Commercial Avenue Palisades Park, NJ 07650. The Reporting Person owns Benedetto
Construction, a consulting business in the demolition industry, with an address
at 460 Commercial Avenue Palisades Park, NJ 07650.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used to purchase the 700,000 Shares was the
personal funds of John Benedetto, the Reporting Person. The amount of
consideration was $175,000. The Shares were purchased in a private offering by
the issuer of an aggregate of 6,400,000 Shares for an aggregate amount of
1,700,000.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares for investment purposes only and
not with a view to their resale or distribution. Absent any change in personal
circumstances, the Reporting Person intends to maintain her equity position in
the Issuer. The Reporting Person, however, has been granted registration rights
with respect to the Shares and intends to review on a continuing basis her
investment in the Issuer and may, depending upon such evaluation of the Issuer's
business and prospects and upon future developments in the Issuer's business and
economic conditions, determine to increase, decrease, continue to hold or
dispose of her position in the Issuer.
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Page 4 of 4
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 700,000 Shares outright. This
amount represents approximately 9% of the outstanding Shares of the Issuer.
(b) The Reporting Person has sole voting and disposition power over all
700,000 Shares.
(c) The Reporting Person has not, in the past sixty days, engaged in any
other transactions involving Shares of the Issuer.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has no agreements or understandings with any person or
entity respecting the Shares other than the Subscrition Agreement and the
Registration Rights Agreement with the Issuer relating to the 700,000 Shares.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 6, 1996 /s/ John Benedetto
John Benedetto
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