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): February 20,2007
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)).
ITEM 1.01 Entry into a Definitive Material Agreement
On February 20, 2007, the Board of Directors of Proton Laboratories, Inc.
(the "Company") ratified an exclusive Marketing, Distribution and Sales
Agreement ("Marketing Agreement") and a Manufacturing and Packaging Agreement
("Manufacturing Agreement"), each made with Aqua Thirst, Inc. ("Aqua Thirst")
During the term of this Agreement, AQUA THIRST will not promote any third party
in the same Business as PROTON or market, distribute or provide access to any
such company's services. Aqua Thirst will receive $10,000 per month pursuant to
the Marketing Agreement plus a commission of 7% to 15% percent to be determined
between the parties on a per product and market condition basis. Such commission
may be paid in cash, or at Aqua Thirst's election, in shares of common stock of
the Company, carrying piggy-back registration rights, priced at a 25% discount
to the prevailing market rate averaged over thirty days prior to sale of the
Company's products. In addition thereto Aqua Thirst's will charge PROTON a
commission/override of thirty percent (30%) on the actual cost of the
manufacturing and packaging for each product. This commission/override may be
taken either in the form of cash, or in Aqua Thirst's election, in shares of
common stock of the Company, carrying piggy-back registration rights, priced at
a 25% discount to the prevailing market rate averaged over thirty days prior to
manufacturing and packaging of the Company's products. Each of the Marketing and
Manufacturing Agreements shall continue for ten years, renewable for two
ten-year terms, unless earlier terminated by the parties for material breach of
covenants, insolvency or regulatory reasons.
EXHIBITS
10.1 Marketing, Distribution and Sales Agreement, dated February 12, 2007
10.2 Manufacturing Agreement, dated February 12, 2007
99.1 Press Release, dated February 12, 2007
99.2 Press Release, dated February 12, 2007
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.
February 26, 2007 (signed)
----------------------------
/s/ Edward Alexander
Edward Alexander, CEO