form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 : April 8,
2008
PROTON
LABORATORIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
WASHINGTON
(State or
other jurisdiction of incorporation or organization)
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000-31883
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91-2022700
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(Commission
File Number)
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(IRS
Employer Identification No.)
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980
Atlantic Avenue, Suite 110, Alameda, CA 94501
(Address
of principal executive offices, including zip code)
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voice:
510-865-6412
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fax:
510-865-9385
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(Registrant's
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On April
8, 2008 we issued 4,250,000 shares of Common Stock to Gary Taylor, our President
and a Director, as compensation. This transaction was made in
reliance upon exemptions from registration under Section 4(2) of the Securities
Act. Each certificate issued for these unregistered securities contained a
legend stating that the securities have not been registered under the Securities
Act and setting forth the restrictions on the transferability and the sale of
the securities. No underwriter participated in, nor did we pay any commissions
or fees to any underwriter, in this transaction. This transaction did not
involve a public offering. The investor had knowledge and experience in
financial and business matters that allowed him to evaluate the merits and risk
of receipt of these securities. The investor was knowledgeable about our
operations and financial condition
On April
8, 2008 we issued 2,000,144 shares of Common Stock to Troy Flowers, a
consultant, as compensation. This transaction was made in reliance
upon exemptions from registration under Section 4(2) of the Securities Act. Each
certificate issued for these unregistered securities contained a legend stating
that the securities have not been registered under the Securities Act and
setting forth the restrictions on the transferability and the sale of the
securities. No underwriter participated in, nor did we pay any commissions or
fees to any underwriter, in this transaction. This transaction did not involve a
public offering. The investor had knowledge and experience in financial and
business matters that allowed him to evaluate the merits and risk of receipt of
these securities. The investor was knowledgeable about our operations and
financial condition
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers.
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On April
15, 2008 three Directors resigned. They are Jed A. Astin, Greg
Darragh and Don Gallego. They resigned because of their belief that
Edward Alexander, our CEO and a Director gave himself 4,250,000 shares of common
stock without authority and against the wishes of the majority of the Directors
of the Board. Other reasons given for their resignation were: (i) a
general attitude by the CEO of “going it alone” without the appropriate
communications to the Directors; (ii) the fact that we have no errors and
omissions insurance for Directors. The exhibit of their written
resignation is filed herewith. It is our position that the issuance
4,250,000 shares issuance complained of was a simple error. Those
shares have been returned to the transfer agent for cancellation
already.
On April
15, 2008 we appointed Kokichi Hanaoka as a Director. We will file his
biography and other disclosure about him by amendment.
Our
continuing Directors are Edward Alexander, Gary Taylor and Kokichi
Hanaoka. Mr. Alexander is our CEO and Mr. Taylor is our
President.
At April
11, 2008, we had 29,965,673 shares of common stock outstanding.
At May
15, 2008, we had 36,215,817 shares of common stock outstanding.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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Correspondence
on Departure of Director.
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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.
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PROTON
LABORATORIES, INC.
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May
16, 2008
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(signed)
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/s/
Edward Alexander
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Edward Alexander,
CEO
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