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 18, 2006

                           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 3.02     Unregistered Sales of Equity Securities

     In July 2006, we sold an aggregate of 3,685,000 shares of common stock to
24 investors for aggregate proceeds of $683,000 in cash. We issued these
securities in reliance on Section 4(2) of the Securities Act. There was no
underwriter. These transactions did not involve a public offering. The investors
were knowledgeable about our operations and financial condition. The investors
had knowledge and experience in financial and business matters that allowed them
to evaluate the merits and risk of receipt of these securities.

     In July 2006, we issued an aggregate of 1,851,250 shares of common stock to
five consultants as payment in-kind for services rendered.  We valued these
shares at $0.20 per share.  We issued these securities in reliance on Section
4(2) of the Securities Act. There was no underwriter.  These transactions did
not involve a public offering. The investors were knowledgeable about our
operations and financial condition.  The investors had knowledge and experience
in financial and business matters that allowed them to evaluate the merits and
risk of receipt of these securities.

                                   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 18, 2006

                                                  /s/ Edward Alexander
                                                  Edward Alexander, CEO