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~~TELTONE~~UNITED ~~CORPORATION~~STATES SECURITIES ~~BALANCE~~AND ~~SHEET~~EXCHANGE ~~June 30~~COMMISSION Washington, ~~ASIC~~DC Assets Pro Forma 2000 Sold Adjustments Pro Forma ASSETS Current assets Cash $ 504 $1,975(1) $2,479 Trade AR 1,967 - 1,967 Inventories 1,126 (175) 951 Other current 56 56 ------ ---- ------ ------ Total current 3,653 (175) 1,975 5,453 Property 534 534 ------ ---- ------ ------ TOTAL $4,187 (175) $1,975 $5,987 ------ ---- ------ ------ LIABILITIES Current liabilities Accounts payable $ 536 $ 536 Accrued liabilities 924 - 80(2) 1,004 ------ ---- ------ ------ Total current 1,460 - 80 1,540 Note payable - long-term portion 5 5 Stockholders' equity Preferred stock 1,723 1,723 Common stock 3,584 3,584 Accumulated deficit (2,585) (175) 1,895 (865) ------ ---- ------ ------ Total stockholders' equity 2,722 (175) 1,895 4,442 ------ ---- ------ ------ TOTAL $4,187 $ (175) $1,975 $5,987 ------ ---- ------ ------20549

~~June~~FORM 30 ASIC Pro Forma 2000 Segment Adjustments Pro Forma Net sales Remote Voice 2,582 2,582 Telecom Equipment 6,612 6,612 ASIC 2,833 2,833 -- -- --------- --------- --------- ---------- Total sales $ 12,027 $ 2,833 -- $ 9,194 Cost of goods sold Remote Voice 1,072 1,072 Telecom Equipment 2,863 2,863 ASIC 1,638 1,638 -- -- --------- --------- --------- --------- Total cost of goods sold 5,573 1,638 -- 3,935 Gross margin 6,454 1,195 5,259 Operating expenses: Selling, general & administrative 5,010 637 441(3) 4,814 Engineering and development 1,329 23 -- 1,306 --------- --------- --------- --------- Total operating expenses 6,339 660 441 6,120 Income (loss) from operations 115 535 (441) (861) Interest expense (1) (1) Other income 5 5 --------- --------- Income before income (loss) tax provision 119 535 (441) (857) --------- --------- --------- --------- Income tax provision Net income (loss) $ 119 $ 535 $ (441) $ (857) --------- --------- --------- --------- Basic net income (loss) per weighted average share outstanding $ 0.02 $ (0.12) Weighted average common shares 7,166,766 7,166,766 (including preferred) outstanding Diluted net income (loss) per weighted average common and potential common shares outstanding $ 0.01 $ (0.12) Weighted average common and potential common shares outstanding 8~~,077,029 (910,263)(4) 7,166,766~~-K

~~Exhibit~~CURRENT ~~Number~~REPORT Pursuant ~~2.1~~to ~~Asset~~Section 13 ~~Purchase~~or ~~Agreement~~15(d) ~~dated~~of ~~August~~the ~~10,~~Securities ~~2000~~Exchange ~~between~~Act ~~Registrant~~of ~~and CP Clare. 99.1 Press Release.~~1934

Date of Report (Date of earliest reported) September 13, 2001

Teltone Corporation

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction
of incorporation)

0-11275

(Commission File
Number)

91-0839067

IRS Employer
Identification No.)

22116 - 23 Drive SE
Bothell, WA

(Address of principal executive offices)

98021

(Zip Code)

Registrant's telephone number, including area code (425) 487-1515

N/A

(Former name or former address, if changed since last report)

Item 4. Changes in Registrant's Certifying Accountant.

On September 13, 2001, the Audit Committee of the Board of Directors of Teltone Corporation (the "Company") voted to terminate the services of the independent audit firm of PricewaterhouseCoopers LLP, effective upon the filing by the Company of its Annual Report on Form 10-KSB for the year ended June 30, 2001, and to engage the services of the independent audit firm Grant Thornton LLP to serve as the Company's principal accountant to audit the financial statements for fiscal year 2002. The engagement of Grant Thornton LLP will become effective upon the filing by the Company of its Annual Report on Form 10-KSB for the year ended June 30, 2001.

PricewaterhouseCoopers LLP's reports on the financial statements for the past two fiscal years ended June 30, 2000, and 1999, contained no adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principle.

For the past two fiscal years ended June 30, 2000 and 1999, and through September 13, 2001, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years.

The Company has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated September 19, 2001 is filed as Exhibit 16.1 to this Form 8-K.

Item 7. Financial Statements and Exhibits

Exhibit Number
16.1		Letter from PricewaterhouseCoopers LLP

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.

	TELTONE CORPORATION


Date: September 20, 2001	By:	/s/ DEBRA L. GRIFFITH Debra L. Griffith President & CEO

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Item 4. Changes in Registrant's Certifying Accountant.

Item 7. Financial Statements and Exhibits

SIGNATURES

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