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): August 2, 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 August 2006, we sold an aggregate of 218,943 shares of our common stock
to 18 investors for proceeds of $48,084. These investors reside in and are
citizens of foreign countries. These transactions took place outside of the USA.
Each certificate issued for these unregistered securities contained a legend
stating that the securities have not been registered under the Securities Act
and setting forth the restrictions on the transferability and the sale of the
securities. These transactions were made in reliance upon exemptions from
registration under Section 4(2) of the Securities Act.

     In September 2006, we sold an aggregate of 156,556 shares of our common
stock to 18 investors for proceeds of $66,251. These investors reside in and are
citizens of foreign countries. These transactions took place outside of the USA.
Each certificate issued for these unregistered securities contained a legend
stating that the securities have not been registered under the Securities Act
and setting forth the restrictions on the transferability and the sale of the
securities. These transactions were made in reliance upon exemptions from
registration under Section 4(2) of the Securities Act.


                                   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.

October 9, 2006               (signed)_______________________________
                                      /s/ Edward Alexander
                                      Edward Alexander, CEO