As filed with the Securities and Exchange Commission on June 12, 2007
Registration No. __________________
United States Securities and Exchange Commission
Washington, D.C. 20549
Post - Effective Amendment No. 2
Form S-8
Registration Statement
Under
The Securities Act of 1933
Proton Laboratories, Inc.
(Exact Name of Registrant as specified in its charter)
Washington 91-2022700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Proton Laboratories, Inc.
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
(Address and telephone number of principal executive offices and
principal place of business)
April 18,2007 Stock and Stock Option Plan
(Full Title of the Plan)
Edward Alexander, Chief Executive Officer and President
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
This amendment is provided to the S-8 Registration Statement filed on May
16, 2007 for Proton Laboratories, Inc. for 4,200,000 shares of voting common
stock of the Company ("Initial Filing"). This amendment is provided solely to
clarify that the only reason for the Post-Effective Amendment filed on May 21,
2007 ("First Post-Effective Amendment") was to update the Initial Filing to
reflect reference to the Company's 10-Q filed on May 17, 2007 and to provide
updated auditor and attorney letters to this regard. The Company attempted to
file the Initial Filing on May 15, 2007. However its Edgar filer did not make
the filing until May 16, 2007. The Company's auditor then advised that the
financial statements referenced in the Initial Filing were "stale" in light of
the Company's pending first quarter 10-Q filing. To rectify the situation, the
Company's auditor and its attorney provided updated opinion letters following
the filing of the Company's 10-Q on May 17th, 2007 and the first Post -Effective
Amendment was filed on May 21, 2007 to reflect these letters and to make
reference to the newly filed 10-Q. No other substantive change was made to the
amendment, save for updated officer signatures. No sales have been made pursuant
to this registration prior to the filing of this Second Post-Effective
Amendment. A letter from the Company's counsel confirming the contents of this
Amendmentis attached in Exhibit 99.
Item 8. Exhibits.
Exhibit Number Exhibit Name
99.1 Letter from Counsel.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Proton Laboratories, Inc., certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Alameda, State of
California, on June 11, 2007.
Proton Laboratories, Inc.
/s/ Edward Alexander
Edward Alexander
Director, Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------------------------------------------------------------------------------
/s/ Edward Alexander Director, Chief Executive June 12, 2007
Edward Alexander Officer and Chief Financial
Officer