SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NUMBER 2
Under the Securities Exchange Act of 1934
PROTON LABORATORIES, INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
New Cusip: 743729 10 5
(CUSIP Number)
Edward Alexander
Proton Laboratories, Inc.
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501
(510) 865-6412
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 26, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
AMENDMENT NUMBER 2
OF
SCHEDULE 13D
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CUSIP NO. 743729 10 5 13D Page 2 of 4
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1 NAME OF REPORTING PERSON - I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Edward Alexander
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable. This form 13D Amendment Number 2 is being filed
to report a disposition.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 8,224,000
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 8,224,000
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,224,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NUMBER 2
OF
SCHEDULE 13D
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CUSIP NO. 743729 10 5 13D Page 3 of 4
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ITEM 1. SECURITY AND ISSUER.
The title and class of securities to which this Schedule 13D relates is the
shares of common stock, par value $0.0001 per share, of Proton Laboratories,
Inc., a Washington corporation (the "Issuer"). The address of the principal
executive office of the Issuer is:
Proton Laboratories, Inc.
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the Reporting Persons is Edward Alexander.
(b) Mr. Alexander's principal business address is:
Edward Alexander
c/o Proton Laboratories, Inc.
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501
(c) Mr. Alexander is a Director, President and Secretary of the issuer.
(d) The Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the past
five years.
(e) On February 25, 2002, in an Administrative Proceeding, the Securities
and Exchange Commission issued a Cease and Desist Order finding that
Mr. Alexander committed or caused violations of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder by issuing publicly statements
which he knew or was reckless in not knowing were false and misleading
at the time they were made, and ordering Mr. Alexander to cease and
desist from committing or causing any violation and any future
violation of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder. Mr. Alexander cooperated fully with the SEC in its
investigation. Although the contents to the News Release was not
actually written by Mr. Alexander, he was held responsible for not
personally reviewing and confirming the accuracy of the News Release
prior to its dissemination. In the past five years, the Reporting
Person has not been a party to any other civil proceeding of a
judicial or administrative body of a competent jurisdiction which
resulted in such person being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Alexander is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. This Form 13D Amendment Number 2 is being filed to report a
disposition.
AMENDMENT NUMBER 2
OF
SCHEDULE 13D
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CUSIP NO. 743729 10 5 13D Page 4 of 4
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ITEM 4. PURPOSE OF TRANSACTION.
On April 26, 2004, Mr. Alexander made a gift of 40,000 shares to a non-profit
organization.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Alexander owns 8,224,000 shares of common stock of the Issuer, or 73% of
the issued and outstanding common stock of the Issuer. He has sole power to vote
and dispose of the 8,224,000 shares of common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 13, 2004
____________________________________
/s/ Edward Alexander
Edward Alexander