SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
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 31, 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 3 pages
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SCHEDULE 13D
CUSIP No. 743958 10 0 Page 2 of 3 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew, Alexander, Wise & Company, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
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
0
NUMBER 8) SHARED VOTING POWER
OF SHARES 0
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,350,000
REPORTING
PERSON WITH 10) SHARED DISPOSITIVE POWER
0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
14) TYPE OF REPORTING PERSON
BD
2
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Page 3 of 3
Except as set forth in this Amendment No. 1 to Schedule 13D (the
"Amendment"), the Schedule 13D filed by the Reporting Person, dated October 11,
1996 remains in force and effect.
Item 3 is hereby amended in the following respects:
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 1,350,000 Warrants. This amount
represents approximately 17.5% of the outstanding Shares of the Issuer.
(c) On October 11, 1996, the Reporting Person acquired Warrants to purchase
1,026,667 Shares as compensation for acting as Placement Agent in a private
offering of 6,400,000 Shares of the Issuer.
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 7, 1996
/s/ Andreas Zigouras
Andreas Zigouras
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