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): December 3, 2004
PROTON LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 000-31883 91-2022700
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 865-6412
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a12(b))
[ ] 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)).
FORWARD-LOOKING STATEMENTS
Except for the historical information presented in this document, the
matters discussed in this Form 8-K or otherwise incorporated by reference into
this document contain "forward-looking statements" (as such term is defined in
the Private Securities Litigation Reform Act of 1995). These statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. The safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, apply to forward-looking statements
made by the Registrant. The reader is cautioned not to place undue reliance on
these forward-looking statements. These forward-looking statements involve risks
and uncertainties, including those identified within this Form 8-K and other
filings with the SEC by the Registrant. The actual results that the Registrant
achieves may differ materially from any forward-looking statements due to such
risks and uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
On December 3, 2004, we sold 280,000 shares of common stock to World
Munsell for consideration of $196,000 in cash. World Munsell is a Japanese
company that is a division of ItoX Group, also a Japanese company. World Munsell
has interests in the functional water industry. We will be working with World
Munsell on various functional water applications for industry and consumer use.
We issued these securities in reliance on Section 4(2) of the Act. This
transaction occurred outside of the United States and the purchaser is not a
U.S. company. This was a transaction by us as issuer that did not involve public
offering. We believe that the purchaser was knowledgeable about our operations
and financial condition. We believe that the purchaser had the knowledge and
experience in financial and business matters which allowed it to evaluate the
merits and risk of receipt of our securities.
ITEM 7.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None.
(b) Exhibits.
None.
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.
PROTON LABORATORIES, INC.
(signed)
-----------------------------
December 3, 2004 /s/ Edward Alexander
Name: Edward Alexander
Title: President