United States
                       Securities and Exchange Commission
                            Washington, D. C. 20549

                                  Form 10-QSB

(Mark One)

[X]  Quarterly  Report  Under Section 13 or 15(d) Of The Securities Exchange Act
     of  1934  for  the  Quarter  Ended  September  30,  2004.

[_]  Transition Report Under Section 13 or 15(d) off the Securities Exchange Act
     of  1934

For The Transition Period From _____ To ______

Commission File No. 000-31883

                            Proton Laboratories, Inc.
                 (Name of Small Business Issuer in Its Charter)

               Washington                                       91-2022700
     (State or Other Jurisdiction of                         (I.R.S. Employer
      Incorporation or Organization)                        Identification No.)

                        1135 Atlantic Avenue, Suite 101
                                Alameda, Ca 94501
                                 (510) 865-6412
           (Address Of Principal Executive Offices, Telephone Number)


     As  of  November  18,  2004,  there  were 11,350,000 shares of common stock
outstanding and certificated, plus 400,000 shares that are beneficially owned by
ten  shareholders  but  not  yet  certificated,  plus  945,000  shares  that are
contracted  for  issuance  to four shareholders but not yet certificated, for an
aggregate  of  12,695,000  shares  outstanding.

Transitional Small Business Disclosure Format |_| Yes |X| No


<PAGE>
                                     PART  I

                              FINANCIAL  INFORMATION



Item 1.      Financial Statements.


                            PROTON LABORATORIES, INC.
                                TABLE OF CONTENTS


                                                                            Page

Condensed Consolidated Balance Sheets - September 30, 2004 and
  December 31, 2003 (Unaudited)                                              F-1

Condensed Consolidated Statements of Operations for the three and nine
  months ended September 30, 2004 and 2003 (Unaudited)                       F-2

Condensed Consolidated Statements of Cash Flows for the nine months
  ended September 30, 2004 and 2003 (Unaudited)                              F-3

Notes to Condensed Consolidated Financial Statements (Unaudited)             F-4


<PAGE>
<TABLE>
<CAPTION>
                            PROTON LABORATORIES, INC

                CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

                                                                    SEPTEMBER 30,    DECEMBER 31,
                                                                             2004            2003
===================================================================================================
<S>                                                                <C>               <C>
ASSETS

CURRENT ASSETS
Cash                                                               $         7,217   $       4,423
Accounts receivable, less allowance for doubtful accounts
  of $16,522 and $10,092, respectively                                      18,744          24,583
Inventory                                                                   94,834          27,800
---------------------------------------------------------------------------------------------------

  TOTAL CURRENT ASSETS                                                     120,795          56,806
---------------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
Furniture and fixtures                                                      25,857           4,670
Equipment and machinery                                                     43,724          43,724
Leasehold improvements                                                       3,573           1,886
Less:  accumulated depreciation                                            (19,224)        (11,672)
---------------------------------------------------------------------------------------------------

  NET PROPERTY AND EQUIPMENT                                                53,930          38,608
---------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                       $       174,725   $      95,414
===================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                   $       169,139   $     197,576
Accrued expenses                                                            71,597          15,735
Preferred dividends payable                                                  1,600               -
---------------------------------------------------------------------------------------------------

  TOTAL CURRENT LIABILITIES                                                242,336         213,311
---------------------------------------------------------------------------------------------------

LONG TERM LIABILITIES - STOCKHOLDER LOAN                                   262,000          84,000
---------------------------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT
Series A convertible preferred stock, 400,000 shares authorized
  with a par value of $0.0001; 8,000 and no shares issued and
  outstanding, respectively; liquidation preference of $80,000
  and $0, respectively                                                      80,000               -
Undesignated preferred stock, 19,600,000 shares authorized with a
  par value of $0.0001; no shares issued or outstanding                          -               -
Common stock, 100,000,000 common shares authorized with a
  par value of $0.0001; 11,350,000 and 11,250,000 shares issued
  and outstanding, respectively                                              1,136           1,126
Additional paid-in capital                                                 576,430         536,440

Accumulated deficit                                                       (987,177)       (739,463)
---------------------------------------------------------------------------------------------------

  TOTAL STOCKHOLDERS' DEFICIT                                             (329,611)       (201,897)
---------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $       174,725   $      95,414
===================================================================================================
<FN>

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                         PROTON LABORATORIES, INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

                                                 FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                         SEPTEMBER 30,                 SEPTEMBER 30,
                                              -------------------------------  ------------------------------
                                                   2004             2003            2004            2003
-----------------------------------------------------------------------------  ------------------------------
<S>                                           <C>              <C>             <C>             <C>
SALES                                         $      120,902   $      62,431   $     278,907   $     189,831

COST OF GOODS SOLD                                    99,401          31,180         172,371          87,532
-------------------------------------------------------------------------------------------------------------

    GROSS PROFIT                                      21,501          31,251         106,536         102,299
-------------------------------------------------------------------------------------------------------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         178,361          69,787         341,119         195,290
-------------------------------------------------------------------------------------------------------------

    LOSS FROM OPERATIONS                            (156,860)        (38,536)       (234,583)        (92,991)
-------------------------------------------------------------------------------------------------------------

OTHER EXPENSE
Loss on disposal of property and equipment               943               -             943               -
Interest expense                                       5,117               -          10,588               -
-------------------------------------------------------------------------------------------------------------
  TOTAL OTHER EXPENSE                                  6,060               -          11,531               -
-------------------------------------------------------------------------------------------------------------

    NET LOSS                                        (162,920)        (38,536)       (246,114)        (92,991)

PREFERRED STOCK DIVIDEND                              (1,600)              -          (1,600)              -
-------------------------------------------------------------------------------------------------------------

LOSS APPLICABLE TO COMMON SHAREHOLDERS        $     (164,520)  $     (38,536)  $    (247,714)  $     (92,991)
=============================================================================================================

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                $        (0.01)  $       (0.00)  $       (0.02)  $       (0.01)
=============================================================================================================

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                              11,268,481      11,250,000      11,256,230      11,250,000
=============================================================================================================
<FN>

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                   PROTON LABORATORIES, INC.
       CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30             2004       2003
---------------------------------------------------------------------
<S>                                             <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $(246,114)  $(92,991)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                      8,495      5,634
  Bad debt expense                                  6,430          -
  Loss on disposal of property and equipment          943          -
  Fair value of officer services                        -     45,000
  Common stock issued for legal services           40,000          -
  Changes in operating assets and liabilities
    Accounts receivable                              (591)       436
    Inventory                                     (67,034)   (50,729)
    Accounts payable                              (28,437)    (2,778)
    Accrued expenses                               55,862       (183)
    Deferred revenue                                    -     18,988
---------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES             (230,446)   (76,623)
---------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment               (24,760)         -
---------------------------------------------------------------------

  NET CASH FROM INVESTING ACTIVITIES              (24,760)         -
---------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loans                   178,000     84,000
Proceeds from issuance of preferred stock          80,000          -
---------------------------------------------------------------------
Capital contributions                                   -          -
---------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES              258,000     84,000
---------------------------------------------------------------------

NET INCREASE IN CASH                                2,794      7,377

CASH AT BEGINNING OF PERIOD                         4,423      1,385
---------------------------------------------------------------------

CASH AT END OF PERIOD                           $   7,217   $  8,762
=====================================================================
<FN>

The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>


                                      F-3
<PAGE>
                            PROTON LABORATORIES, INC

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION AND NATURE OF OPERATIONS

BASIS  OF PRESENTATION - The condensed consolidated financial statements include
the  accounts  of  Proton  Laboratories,  Inc.,  and its wholly owned subsidiary
("Proton"  or  the  "Company").   All  significant intercompany transactions and
balances  have  been  eliminated  in  consolidation.

In April 2004, the Company changed its name from BentleyCapitalCorp.com, Inc. to
Proton  Laboratories,  Inc.  The Company's subsidiary also changed its name from
Proton  Laboratories,  Inc.  to  Water  Science,  Inc.

CONDENSED  FINANCIAL  STATEMENTS  -  The  accompanying  unaudited  condensed
consolidated  financial  statements are condensed and, therefore, do not include
all disclosures normally required by accounting principles generally accepted in
the  United  States  of America.  These statements should be read in conjunction
with  the  Company's  annual  financial  statements  included  in  the Company's
December  31,  2003  Annual Report on Form 10-KSB.  In particular, the Company's
significant  accounting  principles were presented as Note 1 to the consolidated
financial  statements  in  that  report.  In  the  opinion  of  management,  all
adjustments  necessary  for  a  fair  presentation  have  been  included  in the
accompanying  condensed  consolidated  financial  statements and consist of only
normal  recurring  adjustments.  The  results  of  operations  presented  in the
accompanying  condensed  consolidated  financial  statements for the nine months
ended  September 30, 2004 are not necessarily indicative of the results that may
be  expected  for  the  full  year  ending  December  31,  2004.

NATURE  OF  OPERATIONS  -  The  Company's  operations  are  located  in Alameda,
California.  The  core  business  of  the  Company  consists  of  the  sales and
marketing  of  the  Company's  industrial, environmental and residential systems
throughout  the  United States of America which alter the properties of water to
produce  functional  water. The Company acts as an exclusive importer and master
distributor  of  these  products to various companies. Additionally, the Company
formulates intellectual properties under licensing agreements, supplies consumer
products,  consults  on projects utilizing functional water, facilitates between
manufacturer  and  industry  and acts as educators on the benefits of functional
water.

BASIC  AND  DILUTED  LOSS  PER  COMMON  SHARE  -  Basic loss per common share is
calculated  by dividing net loss by the weighted-average number of common shares
outstanding.  Diluted  loss  per common share is calculated by dividing net loss
by  the  weighted-average  number  of  Series A convertible preferred shares and
common  shares  outstanding to give effect to potentially issuable common shares
except  during  loss  periods  when  those  potentially  issuable  shares  are
anti-dilutive.  Potential  common  shares  from convertible preferred stock have
not  been  included  as  they  are  anti-dilutive.

NOTE 2 - BUSINESS CONDITION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate continuation of the Company as a going concern. The
company  has  incurred  losses applicable to common shareholders of $164,520 and
$247,714  for  the three and nine months ended September 30, 2004, respectively.
The  Company had a working capital deficit of $121,541 and $156,505 at September
30,  2004  and  December  31,  2003,  respectively.  Loans  from  the  Company's
president  were  required  to  fund  operations.

The  Company is working towards raising public funds to expand its marketing and
revenues.  The  Company  has spent considerable time in contracting with several
major  overseas  corporations  for  the  co-development  of


                                      F-4
<PAGE>
                            PROTON LABORATORIES, INC

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


enhanced  antioxidant  beverages  for distribution into the overseas markets. In
addition,  the  Company  is  working  with  its  Canadian business associates to
identify  institutional  businesses  to market various disinfection applications
based  upon  functional  water,  pending  government  approval.

The  Company's  ability  to  continue  as  a going concern is dependent upon its
ability  to  generate  sufficient cash flows to meet its obligations on a timely
basis,  to  obtain  additional  financing  as may be required, and ultimately to
attain  profitable  operations.  However,  there is no assurance that profitable
operations  or  sufficient  cash  flows  will  occur  in  the  future.

NOTE 3 - RELATED PARTY TRANSACTIONS

During  the  nine  months  ended September 30, 2004, the Company's president and
majority  shareholder  advanced  the Company $178,000. At September 30, 2004 and
December  31,  2003,  the  balance  in  the  shareholder  loans was $262,000 and
$84,000,  respectively.  These  advances  bear interest at 7% with principal and
accrued interest due November 2005. At September 30, 2004 and December 31, 2003,
the  accrued  interest  was  $11,323  and  $735,  respectively.

During  the nine months ended September 30, 2004, the Company accrued $45,000 as
salaries  payable  to  the president resulting in $60,000 of salaries payable at
September  30,  2004.  During  the  nine  months  ended  September 30, 2003, the
president  did  not  receive  any  amounts  related  to  his salary. The Company
determined  that the fair value of these services was $45,000.  Thus the Company
recorded  a  salary  expense  and  contributed capital for the fair value of the
president's  services.

NOTE 4 - PREFERRED STOCK

During May 2004, the Company designated 400,000 shares of the preferred stock as
Series  A  convertible  preferred  stock.

The holders of Series A convertible preferred stock are entitled to a cumulative
dividend  of  8%  per  year  in  cash  payable  in  arrears.

The  holders  of  Series A convertible preferred stock may convert any or all of
their shares plus all accrued dividends on the preferred stock into common stock
at  any  time.  Each  share of preferred stock may be converted into 5 shares of
common  stock.  The  holder  will  receive  one  share of common stock for $2 of
accrued  dividends.

Upon  the  liquidation,  dissolution  or  winding  up of the Company, holders of
Series  A  convertible  preferred stock, are entitled to receive, out of legally
available  assets,  a  liquidation  preference  of $10 per share, plus an amount
equal  to  any  unpaid dividends through the payment date, before any payment or
distribution  was  made  to  holders  of  common  stock. The holders of Series A
convertible  preferred  stock  are  not  entitled  to  vote.

During  the  July  2004,  the Company issued 8,000 shares of preferred stock for
$80,000.  At  September  30,  2004,  dividends  payable  was  $1,600.


                                      F-5
<PAGE>
                            PROTON LABORATORIES, INC

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 5 - COMMON STOCK

During  September  2004,  the  Company issued 100,000 shares of common stock for
$40,000  of  legal  services.  These shares were valued using the per share fair
value  of  the  Company's  common  stock  on  the  date  of  issuance.

NOTE 6 - SUBSEQUENT EVENTS

In  November  2004, the Company's board of directors approved the 2004 Marketing
Consultant  Stock  Plan  whereby  up  to  945,000  common shares may be granted,
optioned  or sold. The plan is for its consultants, key employees, and directors
who  contribute  materially  to  the success and profitability of the Company as
well  as  attracting  other  key  employees  and  directors.   In November 2004,
945,000  shares  were issued under this plan resulting in $406,350 of consultant
and  employee  expense  valued  using  the per share fair value of the Company's
common  stock  on  the  date  of  issuance

In  addition, 400,000 common shares were issued in November 2004 pursuant to the
2004  Stock  and  Stock  Option  Plan,  resulting in $172,000 consultant expense
valued  using the per share fair value of the Company's common stock on the date
of  issuance.


                                      F-6
<PAGE>
Item 2. Management's Discussion and Analysis.

FORWARD-LOOKING  STATEMENT

     Certain statements contained in this report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar meaning, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, of to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We disclaim any obligation to update any such
factors or to announce publicly the results of any revision of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments. In addition to the forward-looking
statements contained in this Form 10-QSB, the following forward-looking factors
could cause our future results to differ materially our forward-looking
statements: competition, funding, government compliance and market acceptance of
our products.

INTRODUCTION

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the unaudited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. The accompanying unaudited consolidated financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate our continuation as
a going concern.

     Our operations are located in Alameda, California. Our business consists of
the sales and marketing of the industrial, environmental and residential systems
throughout the United States of America which alter the properties of water to
produce functional water. We act as an exclusive importer and master distributor
of these products to various companies in which uses for the product range from
food processing to retail water sales. We formulate intellectual properties
under licensing agreements, supply consumer products, consult on projects
utilizing functional water, facilitate between manufacturer and industry and act
as educators on the benefits of functional water.

     Our independent auditors made a going concern qualification in their report
dated March 12, 2004, which raises substantial doubt about our ability to
continue as a going concern. During the quarter ended September 30, 2004, our
revenue was $120,902 compared to $ 62,431 for the quarter ended September 30,
2003. During the nine months ended September 30, 2004, our revenue was $278,907
compared to $189,831 for the nine months ended September 30, 2003.

     During 2004, our president contributed funds to us to fund our operations
in the amount of $178,000. There is a substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should we be unable to continue in existence. Our ability to continue as a going
concern is dependent upon our ability to generate sufficient cash flows to meet
our obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitable operations. However, there is no
assurance that profitable operations or sufficient cash flows will occur in the
future.

     We are working towards raising funds to expand our marketing and revenues.
We have spent considerable time in contracting with several major overseas
corporations for the co-development of enhanced antioxidant beverages for
distribution into the overseas markets. We are working with our Canadian
business associates to identify institutional businesses to market various
disinfection applications based upon functional water, pending government


<PAGE>
approval.

     Our ability to continue as a going concern is dependent upon our ability to
generate sufficient cash flows to meet our obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
profitable operations. However, there is no assurance that profitable operations
or sufficient cash flows will occur in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. These estimates and assumptions provide a basis for us
to make judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Our actual results may differ from
these estimates under different assumptions or conditions, and these differences
may be material.

     We recognize revenue when all four of the following criteria are met: (i)
persuasive evidence that an arrangement exists; (ii) delivery of the products
and/or services has occurred; (iii) the selling price is both fixed and
determinable and; (iv) collectibility is reasonably probable. Our revenues are
derived from sales of our industrial, environmental and residential systems
which alter the properties of water to produce functional water. We believe that
this critical accounting policy affects our more significant judgments and
estimates used in the preparation of our consolidated financial statements.

     During the period from March 14, 2000 through November 15, 2002, prior to
our acquisition of Proton Laboratories LLC in November 2002, we did not engage
in significant operations other than organizational activities, acquisition of
the rights to market the products of Vitamineralherb.com, the preparation for
registration of our securities under the Securities Act and capital raising. No
revenues were received by us during that period. However, Vitamineralherb.com
has ceased operating a Web site which makes it unlikely that we will ever do any
business with Vitamineralherb.com.

     We operate through our own name, Proton Laboratories, Inc. and through the
name of our wholly-owned subsidiary Water Science, Inc. In November 2002, we
acquired Proton Laboratories, LLC, which is active in the functional water
business. This acquisition was reported in detail on our Form 8-K for the event
dated November 15, 2002 as filed with the Commission on November 25, 2002.
Proton Laboratories, LLC is now known as Water Science, Inc., our wholly-owned
subsidiary. Since our acquisition of Proton Laboratories LLC in November 2002,
our business has been focused on marketing functional water equipment and
systems. Alkaline-concentrated functional water may have health-beneficial
properties and may be used for drinking and cooking purposes.
Acidic-concentrated functional water may be used as a topical, astringent
medium.

     Our fiscal year end is December 31.

RESULTS OF OPERATIONS--Quarters ended September 30, 2004 and 2003.

     We had revenue of $120,902 for the quarter ended September 30, 2004,
compared to revenue of $62,431 for the quarter ended September 30, 2003.

     We had a net loss of $162,920 for the quarter ended September 30, 2004,
compared to a net loss of $38,536 for the quarter ended September 30, 2003.

     Our SG&A expenses were $178,361 for the quarter ended September 30, 2004,
compared to $69,787 for the quarter ended September 30, 2003.


<PAGE>
RESULTS OF OPERATIONS--Nine months ended September 30, 2004 and 2003.

     We had revenue of $278,907 for the nine months ended September 30, 2004,
compared to revenue of $189,831 for the nine months ended September 30, 2003.

     We had a net loss of $246,114 for the nine months ended September 30, 2004,
compared to a net loss of $92,991 for the nine months ended September 30, 2003.

     Net cash used by operating activities was $230,446 for the nine months
ended September 30, 2004, compared to cash used by operating activities of
$76,623 for the nine months ended September 30, 2003.

     Our SG&A expenses were $341,119 for the nine months ended September 30,
2004, compared to $195,290 for the nine months ended September 30, 2003.

     We are currently seeking funds to expand our marketing and revenues. We
have spent considerable time in contracting with several major overseas
corporations for the co-development of enhanced antioxidant beverages for
distribution into the overseas markets. We are working with Canadian business
associates to identify institutional businesses to market various disinfection
applications based upon functional water, pending government approval. Our
business is focused on marketing functional water equipment and systems.
Alkaline-concentrated functional water may have health-beneficial properties and
may be used for drinking and cooking purposes. Acidic-concentrated functional
water may be used as a topical, astringent medium.

LIQUIDITY

     As of September 30, 2004, we had cash on hand of $7,217. Our growth is
dependent on attaining profit from our operations, or our raising additional
capital either through the sale of stock or borrowing. There is no assurance
that we will be able to raise any equity financing or sell any our products at a
profit.

     During the nine months ended September 30, 2004, our president advanced to
us the amount of $178,000 in cash. This advance accrues interest at the rate of
7% per annum and is due in November 2005. At September 30, 2004, the aggregate
balance we owe on loans from shareholders is $262,000 which includes loans from
prior periods. All of these loans accrues interest at the rate of 7% per annum
and are due in November 2005.

     During the nine months ended September 30, 2004, we accrued $45,000 as
salaries payable to Mr. Alexander resulting in an aggregate of $60,000 of
salaries payable to Mr. Alexander at September 30, 2004. During the nine months
ended September 30, 2003, Mr. Alexander did not receive any amounts related to
his salary. We determined that the fair value of these services was $45,000.
Thus we recorded a salary expense and contributed capital for the fair value of
the president's services.

FUTURE CAPITAL REQUIREMENTS

     Our growth is dependent on attaining profit from our operations, or our
raising additional capital either through the sale of stock or borrowing. There
is no assurance that we will be able to raise any equity financing or sell any
of our products at a profit.

     Our future capital requirements will depend upon many factors, including
the following:

-    The cost to acquire equipment to resell.

-    The cost of sales and marketing our products.

-    The rate at which we expand our operations.

-    The results of our consulting business.

-    The response of competitors.


<PAGE>
Item 3.      Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

     Based on their evaluation of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the "Exchange Act")), the Company's principal executive officer and
principal financial officer have concluded that as of the end of the period
covered by this quarterly report on Form 10-QSB such disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

(b)  Changes in internal control over financial reporting.

     During the quarter under report, there was no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


<PAGE>
                                    PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings.

          None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 19, 2004, our Board of Directors approved an amendment to our articles of
incorporation that designated 400,000 shares of our Series A Preferred Stock.
Shareholder action was not required. This amendment was then filed with the
Secretary of State of Washington on May 28, 2004. We received a file-stamped
copy of the amendment later in June 2004. We previously reported the details of
our Series A Preferred Stock in our Form 8-K file July 09, 2004 and dated May
28, 2004.

In July 2004, we sold 8,000 shares of Series A Preferred Stock for cash
consideration of $80,000 to one investor. We relied on an exemption from
registration under Section 4(2) of the Securities Act for this transaction. The
certificate issued for these unregistered securities contains 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. No underwriter participated in, nor did we pay any commissions or
fees to any underwriter in connection with any of these transactions. This
transaction did not involve a public offering. The investor was knowledgeable
about our operations and financial condition. The investor had knowledge and
experience in financial and business matters that allowed the investor to
evaluate the merits and risk of receipt of these securities.

Item 3. Defaults Upon Senior Securities.

          None.

Item 4. Submission of Matters to a Vote of Security Holders.

          None.

Item 5. Other Information.

          None.

Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

               Exhibit     31.1  Certification.

               Exhibit     31.2  Certification.

               Exhibit     32.1  Certification.

               Exhibit     32.2  Certification.


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                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               Proton  Laboratories,  Inc.


Date  November 18, 2004

                                               By:  /s/  Edward Alexander
                                               Edward Alexander
                                               Chief  Executive  Officer,
                                               Director,  President,  and
                                               Chief  Accounting  Officer


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