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): July 27, 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 5.01 Changes in Control of Registrant
ITEM 5.02 Departure of Certain Directors or Officers; Appointment of Certain
Directors and Officers
ITEM 5.03 Amendment of Articles of Incorporation
Pursuant to Section RCW 23B.07.040 (b) of the Revised Code of Washington, a
majority of the shareholders of Proton Laboratories, Inc. acting by a
Shareholder Consent in Lieu of Annual Meeting have appointed a new Board of
Directors as follows: Ed Alexander, Don Gallego, Gregory Darragh, Jed A. Astin,
Gary Taylor and Steven Perry. Mr. Miceal Ledwith has stepped down from the Board
following good service. The majority shareholders also consented to the
amendment of the articles of incorporation to increase the number of Board
Members to nine. They have also consented to the appointment of Dr. Kochiki
Hanoaka to the Board as soon as the amendment has been properly filed with the
state of Washington.
The effective date of the consent is June 6, 2007. Majority shareholder consents
were received as of July 27, 2007. The total number of shareholder votes in
favor of the consent was 16,279,308. Proton's total outstanding number of shares
on the effective date of the consent was 29,185,673. A 14-C Statement will be
filed with the Commission promptly.
The business experience of the new directors is as follows:
Steven Perry is a highly accomplished scientist and entrepreneur. He is the
founder and CEO of Conseal International, Inc. a contract formulator and
manufacturer for health care, beauty care, and industrial products that have
substantial international and domestic retail sales per year. He is also the
Chief Operating Officer and a director of Aquathirst, Inc., a new manufacturer
and marketer of functional water beverages.
Don Gallego has over thirty years of broad and extensive high-level corporate
management, company start up, funding and consulting experience. Mr. Gallego is
also chairman and director of Aquathirst, Inc.
Jed A. Astin has been educated in the United Kingdom Canada, and the United
States. He holds undergraduate and postgraduate degrees in education and
administration. He has been a land developer, builder and social housing
provider for over thirty years. He has received a Canadian government award for
the provision of social housing. He is a successful facilitator and manager,
encouraging others to chose the path of personal wealth and freedom based on
information, knowledge and respect, as well as service and productivity.
Gregory Darragh started his sales career with "Combined Insurance Company of
America" in March of 1983. At the time Combined Insurance had in excess of
14,000 agents, in over 14 countries world wide. He was International Salesman of
the Year in his first 10 months and was promoted into management after just four
months. As an executive his organization continued to achieve some of the
highest sales figures in North America. In 1995 Mr. Darragh started a new
marketing team for Commercial Union Life, where he was Provincial Manager
(Disability Product Line) for British Columbia, Canada. Mr. Darragh's very
extensive marketing and sales experience convinced Harland Stonecipher (founder
of Pre-Paid Legal Services-PPD-NYSE) to expand into the Canadian market in 1999,
where Mr. Darragh was appointed, Regional Vice President for several years.
ITEM 1.01 Entry into a Material Definitive Agreement
Legacy Media, LLC has been granted 2.6 million shares of the Company's
restricted common stock in connection with an agreement to provide investor
relations on behalf of the Company. Legacy Media, LLC has also been issued a
convertible note by the Company in the amount of $250,000 repayable at 8%
interest by January 2007. Legacy Media, LLC has the option to convert this note
into restricted voting common stock of the Company, at the lesser of (i) 50% of
the lowest closing bid price during the fifteen (15) days of full trading,
defined as standard market hours from 9:30 AM to 4:00 PM EST, partial trading
days will not be counted for calculation purposes only ("Trading Days") prior to
the Conversion Date or (ii) 100% of the average of the five lowest closing bid
prices for the thirty (30) Trading Days immediately following the first reverse
split in the stock price. All of Legacy Media, LLC's shares may be registered in
an SB-2 filing at its request.
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.
July 27, 2007 (signed) ______/s/_________________
/s/ Edward Alexander
Edward Alexander, CEO