UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

          For the quarterly period ended June 30,2007

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the transition period from --- to ---

          Commission file number: 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.)


                               Alameda, CA 94501
                    (Address of principal executive offices)

                                 (510) 865-6412
                           Issuer's telephone number

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes   [X]   [ ] No

     Indicate by check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).   Yes [ ]   [X] No

     On August 17, 2007, the registrant had outstanding 29,070,523 Common Stock,
$0.0001 par value per share.

     Transitional Small Business Disclosure Format:   Yes [ ]   No [X]


<PAGE>
<TABLE>
<CAPTION>
CONTENTS


                                                                                       PAGE NO.
<S>         <C>                                                                        <C>
PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

            Condensed Consolidated Balance Sheet (unaudited)

            Condensed  Consolidated Statements of Operations (unaudited)

            Condensed Consolidated Statement of Stockholders' Deficit (unaudited)

            Condensed Consolidated Statements of Cash Flows (unaudited)

            Notes to  Condensed Consolidated Financial Statements (unaudited)

ITEM 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations

ITEM 3.     Controls and Procedures

PART II.    OTHER INFORMATION

ITEM 1.     Legal Proceedings

ITEM 2.     Changes in Securities

ITEM 3.     Defaults Upon Senior Securities
ITEM  4.    Submission of Matters to a Vote of Security Holders

ITEM 5.     Other information

ITEM 6.     Exhibits and Reports on Form 8-K

            Signatures

Certifications
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
PART  I.     FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

                            PROTON LABORATORIES, INC.
                                TABLE OF CONTENTS


                                                                     PAGE
<S>                                                                  <C>
Condensed Consolidated Balance Sheets - June 30, 2007 and
  December 31, 2006 (Unaudited)                                      F-1

Condensed Consolidated Statements of Operations for the three
  and six months ended June 30, 2007 and 2006 (Unaudited)            F-2

Condensed Consolidated Statements of Cash Flows for the six months
  ended June 30, 2007 and 2006 (Unaudited)                           F-3

Notes to Condensed Consolidated Financial Statements (Unaudited)     F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                            PROTON LABORATORIES, INC
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                                                        JUNE 30,     DECEMBER 31,
                                                                           2007             2006
=================================================================================================
<S>                                                                  <C>           <C>
ASSETS
CURRENT ASSETS
Cash                                                                 $     1,710   $       9,768
Accounts receivable, less allowance for doubtful accounts of
  $24,586 and $30,419, respectively                                          360             794
Inventory                                                                100,764         143,865
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                   102,834         154,427
-------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                                    23,316          23,316
Equipment and machinery                                                  242,330         238,776
Leasehold improvements                                                    11,323          11,323
Accumulated depreciation                                                 (90,566)        (69,550)
-------------------------------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                                             186,403         203,865
-------------------------------------------------------------------------------------------------
DEPOSITS                                                                   6,131           6,131
=================================================================================================
TOTAL ASSETS                                                         $   295,368   $     364,423
=================================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                     $   154,892   $      71,314
Accrued expenses                                                         307,554         266,079
Deferred revenue                                                          52,506          52,506
Preferred dividends payable                                               19,200          16,000
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                              534,152         405,899
-------------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                                307,642         270,642
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                    $   841,794   $     676,541
=================================================================================================
STOCKHOLDERS' DEFICIT
Series A convertible preferred stock, 400,000 shares authorized
  with a par value of $0.0001; 8,000 shares issued and outstanding;
  liquidation preference of $80,000 and $0, respectively                  80,000          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; 26,470,523 and 21,658,223 shares issued and
  outstanding, respectively                                                2,649           2,168
Additional paid in capital                                             5,515,442       4,045,371
Stock subscription receivable                                            (20,000)        (20,000)
Accumulated deficit                                                   (6,124,517)     (4,419,657)
-------------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                           (546,426)       (312,118)
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $   295,368   $     364,423
=================================================================================================
</TABLE>


    The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


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


                                                                  FOR THE THREE MONTHS ENDED   FOR THE SIX MONTHS ENDED
                                                                           JUNE 30,                    JUNE 30,
                                                                  ==========================  ==========================
                                                                      2007          2006          2007          2006
========================================================================================================================
<S>                                                               <C>           <C>           <C>           <C>
SALES                                                             $    27,298   $    33,639   $    79,039   $    84,561

COST OF GOODS SOLD                                                     18,455        26,187        48,255        70,479
------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                            8,843         7,452        30,784        14,082
------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Selling, general and administrative expenses (including
  equity-based expenses of $0, $0, $0 and $40,526, respectively)      163,701       124,011       251,239       252,041
Product development costs (including  equity-based
  expenses of $0, $0, $1,470,551 and $0, respectively)                      -             -     1,470,551             -
------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                                 (154,858)     (116,559)   (1,691,006)     (237,959)
------------------------------------------------------------------------------------------------------------------------

OTHER INCOME AND (EXPENSE)
  Interest income                                                          59           175           112           200
  Interest expense                                                     (5,382)      (15,044)      (10,766)      (32,781)
------------------------------------------------------------------------------------------------------------------------
  NET OTHER EXPENSE                                                    (5,323)      (14,869)      (10,654)      (32,581)
------------------------------------------------------------------------------------------------------------------------

    NET LOSS                                                         (160,181)     (131,428)   (1,701,660)     (270,540)

PREFERRED STOCK DIVIDEND                                               (1,600)       (1,600)       (3,200)       (3,200)
------------------------------------------------------------------------------------------------------------------------

LOSS APPLICABLE TO COMMON SHAREHOLDERS                            $  (161,781)  $  (136,228)  $(1,704,860)  $  (273,740)
========================================================================================================================

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                                    $     (0.01)  $     (0.01)  $     (0.07)  $     (0.02)
========================================================================================================================

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                                               26,470,523    15,483,316    24,616,797    14,914,666
========================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


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


FOR THE SIX MONTHS ENDED JUNE 30,                   2007         2006
========================================================================
<S>                                             <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $(1,701,660)  $(270,540)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                       21,016      15,603
  Common stock issued for services                1,470,551      40,526
  Changes in operating assets and liabilities
    Accounts receivable                                 434       6,906
    Inventory                                        43,102      (3,688)
    Accounts payable                                 83,578     (33,151)
    Accrued expenses                                 41,475      64,271
------------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES                (41,504)   (180,073)
------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                  (3,554)          -
------------------------------------------------------------------------

  NET CASH FROM INVESTING ACTIVITIES                 (3,554)          -
------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net               -     401,959
Proceeds from stockholder loans                      37,000      73,852
Payment on note payable                                   -    (267,852)
------------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES                 37,000     207,959
------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                      (8,058)     27,886

CASH AT BEGINNING OF PERIOD                           9,768       1,384
------------------------------------------------------------------------

CASH AT END OF PERIOD                           $     1,710   $  29,270
========================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for accrued legal services         $         -   $  40,526
Accrual of preferred stock dividends            $     3,200   $   3,200
</TABLE>


    The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


                                     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,  2006  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 six months
ended  June  30,  2007 are not necessarily indicative of the results that may be
expected  for  the  full  year  ending  December  31,  2007.

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.

USE  OF  ESTIMATES  - The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosure  of  contingent  assets  and
liabilities  and  the  reported  amounts  of  revenues  and  expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

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.


                                     F-4
<PAGE>
                            PROTON LABORATORIES, INC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


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 $1,704,860 for
the  six months ended June 30, 2007. For June 30, 2007 and December 31, 2006 the
Company  had  working  capital  deficits of $431,318 and $251,472, respectively.
Loans  and  equity  funding  were  required  to  fund  operations.

The  Company  is  working  towards raising additional 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 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.

On  February  20, 2007, the Board of Directors of Proton Laboratories, Inc. (the
"Company")  ratified  an  exclusive  Marketing, Distribution and Sales Agreement
("Marketing  Agreement")  and  a  Manufacturing  and  Packaging  Agreement
("Manufacturing  Agreement"),  each  made  with  Aqua  Thirst,  Inc. Through the
enactment  of  these  agreements,  the  Company has been able to acquire what is
views  as  key  components  necessary  to  strengthen its infrastructure for the
manufacturing,  marketing  and  sales  of  its  products  and  applications.

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

Stockholder  loans  as  of  June  30,  2007 and December 31, 2006 consist of the
following:

<TABLE>
<CAPTION>
                                                                            2007      2006
==========================================================================================
<S>                                                                     <C>       <C>
Note payable to CEO and majority shareholder; principal and
  interest due December 2009; interest is accrued at 7% per annum;
  unsecured.                                                            $287,642  $270,642

Note payable to shareholder; principal and interest due
  December 2009; interest is accrued at 7% per annum; unsecured.          20,000         -
------------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOAN                                               307,642   270,642

    Less: Current Portion                                                      -         -
------------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOAN - LONG TERM                                  $307,642  $270,642
==========================================================================================
</TABLE>

During the six months ended June 30, 2007, two shareholders advanced the Company
$37,000.  The  Company  did not make any payments on notes during the six months
ended  June  30,  2007.

At June 30, 2007, the Company had accrued interest relating to shareholder loans
of $62,321.


                                     F-5
<PAGE>
                            PROTON LABORATORIES, INC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During  the  six  months  ended  June  30,  2007, the Company accrued $30,000 as
salaries payable to the company's CEO, resulting in $225,091 of salaries payable
at  June  30,  2007.

NOTE  4  -  COMMON  STOCK

During  January  through  June  30,  2007 the Company issued 4,812,300 shares of
common  stock  for  various services and agreements. The value of the shares was
$1,470,551  based  on  market prices ranging from $0.30 to $0.37 per share which
was  the  market  price of the Company's common stock on the dates of issuances.

NOTE  5  -  COMMITMENTS

PRODUCTION  AGREEMENT - In June 2005, the Company entered into an agreement with
Mitachi, a Japanese electronics component manufacturer, to aid in the production
of  enhanced  drinking  water  generators.  Pursuant  to this agreement, Mitachi
agreed  to  pay  the  Company  25,000,000  Yen  for engineering design, molding,
tooling and preparation costs, and the exclusive product distribution rights for
China,  Taiwan, and Japan.  As of June 30, 2007, Mitachi had paid 6,000,000 Yen,
or  $52,506,  for the above mentioned distribution rights.  Since the project is
not  yet  completed  and  no  units have been sold, this amount is classified as
deferred  revenue.

EQUITY  LINE  -  In  June  2007, the Company terminated an equity line of credit
agreement  with  a  private  investment  fund.  No funds were drawn down on this
equity  line,  and  no  shares  of  stock  were  sold  to  the  investment fund.

NOTE  6  -  SUBSEQUENT  EVENTS

On July 1, 2007, the Company entered into a lease agreement to pay monthly lease
payments of $3,852 until June 30, 2008 and $3,966 from July 1, 2009 through June
30,  2009.

Future  minimum  lease payments under operating lease obligations as of June 30,
2007  were  as  follows:

<TABLE>
<CAPTION>
               Year Ending December 31,
<S>                                                             <C>
                        2007                                    $23,109
                        2008                                     46,903
                        2009                                     23,794
               --------------------------------------------------------
                        Total                                   $93,806
               --------------------------------------------------------
</TABLE>

     During  July 2007, the Company entered into an agreement with Legacy Media,
     LLC in connection with the agreement Legacy Media, LLC has been granted 2.6
     million shares of the Company's restricted common stock to provide investor
     relations  services.  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. If payment is not received by the due date 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  15 days prior to conversion or (ii) 100% of the average of the five
     lowest  closing  bid  prices  for 30 Trading Days immediately following any
     reverse  split in the stock price. All of Legacy Media, LLC's shares may be
     registered  in  an  SB-2  filing  at  its  request.


                                     F-6
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

FORWARD-LOOKING  STATEMENT

     Certain  statements  contained  herein,  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,  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.  In  addition  to  the  forward-looking  statements
contained  herein,  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 our audited financial statements
and  the  accompanying  notes thereto for the year ended December 31, 2006 which
appear  in  our Form 10-KSB for the year then ended, and our unaudited financial
statements for the three and six months ended June 30, 2007 and the accompanying
notes  thereto  and  the other financial information appearing elsewhere herein.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with  accounting  principles  generally  accepted  in the USA, which
contemplates  our  continuation  as  a  going  concern.  We have incurred losses
applicable  to  common  shareholders of $1,704,860 for the six months ended June
30, 2007. We had working capital deficit of $431,318 at June 30, 2007. Loans and
equity  funding  were  required  to  fund  operations.  We  had  a  stockholder


<PAGE>
deficit  of  $546,426  at June 30,2007 and a stockholders deficit of $312,118 at
December  31,  2006.

Our  independent  auditors  made  a  going concern qualification in their report
dated  April  13,  2007,  which  raises  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  the  Company 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 have our primary office located in Alameda, California.
During  2006 we created a presence in Quincy, Washington and Portland, Oregon by
aligning  ourselves  with  office  spaces  that were made available to us. These
offices  are  used  primarily  for  marketing  and  sales  generation.

Our business consists of the development, marketing and sales of the industrial,
environmental, and residential systems through the United States which alter the
properties  of  water  to produce functional water. During 2006, we continued to
import  and  resell systems manufactured by various Japanese companies; however,
during  the  same  time  period  the  company started design, engineering, parts
sourcing  and  assembly  identification  for  developing  its  own brand labeled
products.  In  Management's  view,  the  company  has  successfully  designed,
engineered  and  developed  five commercial systems and one residential unit. We
need  to  raise  more funds to bring our residential counter top unit to market,
and  there  is  no assurance that such funds can be raised. The Company believes
the food safety commercial unit will be ready for market introduction during the
third  quarter  of  2007,following  certification by an independent underwriters
laboratory.  We  are  prioritizing  the  marketing  and distribution of our food
safety  commercial  unit which can also have applications in the medical, dental
and  sports  facility  industries.

We formulate intellectual properties under licensing agreements; supply consumer
products; consult on projects utilizing functional water; facilitate usage, uses
and  users  of  functional  water  between manufacturer and industry; and act as
educators  on the benefits of functional water. 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.

In February, 2007, the Company entered into an exclusive Marketing, Distribution
and  Sales  Agreement  and  a  Manufacturing  and  Packaging Agreement with Aqua
Thirst,  Inc.  These  agreements  effectively provide that the Company will have
access  to  Aquathirst's  product  distribution  channels  in  domestic  and
international  markets.  These  distribution  channels  will  cover residential,
cosmetic,  medical,  agricultural,  food  processing and consumer product areas.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles.


<PAGE>
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.

Our fiscal year end is December 31.

At  June  30,  2007,  we  had  accrued interest relating to shareholder loans of
$62,321  and  outstanding principal due to shareholder loans of $307,642. During
the six months ended June 30, 2007 we accrued $30,000 as salaries payable to our
CEO,  resulting  in  $225,091  of  salaries  payable  at  June  30,  2007.

RESULTS OF OPERATIONS-Six Months ended June 30, 2007 and 2006.

We  had  revenue  of  $79,039 for the six months ended June 30, 2007 compared to
revenue  of  $84,561  for  the six months ended June 30, 2006. During the period
that  the  company is developing its new line of products, the revenue base will
remain  fairly  consistent.

We  incurred a net loss of $1,701,660 for the six months ended June 30, 2007 and
a  net  loss  of  $270,540  for  the six months ended June 30, 2006. This was an
increase  in  net  loss attributable to in-kind consultant compensation expenses
incurred  in  the  sourcing of manufacturing, marketing and sales infrastructure
necessary  for  the  company.

Cash  used by operating activities was $41,504 for the six months ended June 30,
2007  compared  to  cash  used  by  operating activities of $180,073 for the six
months  ended  June  30,  2006.

We  had  total  assets  at  June  30,  2007 of $295,368, compared to $364,423 at
December 31, 2006. During the period that the company is developing its new line
of  products,  the  total  asset  base  will  remain  fairly  consistent.

LIQUIDITY  At  June  30,  2007,  we  had  cash  on hand of $1,710. Our growth is
dependent  on  our  attaining  profit  from  our  operations  and our raising of
additional capital either through the sale of stock or borrowing funds. There is
no  assurance  that we will be able to raise any equity financing or sell any of
our  products  to  generate  a  profit.


<PAGE>
At  June  30,  2007,  we  owed  stockholder loans of $307,642. In March 2007, we
entered  into  an  equity line of credit with a private investor. As of June 30,
2007  we  terminated  this  equity  line  without  draw  down.

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 cost to acquire equipment that we then would resell.
- The cost of sales and marketing.
- The rate at which we expand our operations.
- The results of our consulting business.
- The  response  of  competitors.


Item  3T.  Controls  and  Procedures

(a)  Evaluation of disclosure controls and procedures.

     As  of  the end of the period covered by this report, the Company conducted
an  evaluation,  under  the  supervision and with the participation of the Chief
Executive  Officer  and  Chief  Financial  Officer,  of the Company's disclosure
controls  and  procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
1934  Act.  The  evaluation was prompted by the following communication from the
Company's  registered  public  accounting  firm.

     In   connection   with  its  review of the Company's consolidated financial
statements  for  the  quarter  ended  June  30, 2007, Hansen, Barnett  & Maxwell
("HB&M"),  the  Company's  registered  public accounting firm, advised the Audit
Committee  and  management  of  internal control matters with respect to certain
financial  reporting  controls  that  they considered to be a material weakness,
which  is  described  below.  A  material weakness is a control deficiency, or a
combination  of  control  deficiencies,  that results in there being more than a
remote  likelihood  that  a  material  misstatement  of  the  annual  or interim
financial  statements  will  not be prevented or detected. The material weakness
identified   at   June  30,  2007  was  as  follows:

     A  material  weakness  existed  in  our  control  environment  relating  to
inadequate  staffing  of  our technical accounting function, including a lack of
sufficient  personnel with skills, training and familiarity with certain complex
technical  accounting  pronouncements  that  have  or  may  affect our financial
statements  and  disclosures.

     In   response   to  the  observations   made by HB&M, we are in the process
of  implementing  enhancements  to  our  internal controls, accounting staff and
procedures,  which  we believe address the matters raised by HB&M, including the
retaining  of  additional  outside  consultants  and employees who will have the
skills,  training  and  familiarity  with  certain  complex technical accounting
pronouncements  appropriate  to  preparing  our  financial  statements  and
disclosures.


<PAGE>
PART  II  -OTHER  INFORMATION

ITEM  1.   LEGAL  PROCEEDINGS

None.


ITEM  2.  CHANGES  IN  SECURITIES.

No securities were issued for the quarter ended June 30,2007.


Subsequent  to  June  30,  2007,during  July  2007,  the Company entered into an
agreement  with Legacy Media, LLC in connection with the agreement Legacy Media,
LLC has been granted 2.6 million shares of the Company's restricted common stock
to provide investor relations services. 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  2008.  If  payment is not received by the due date 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  15  days  prior  to  conversion  or (ii) 100% of the average of the five
lowest  closing bid prices for 30 Trading Days immediately following any reverse
split  in  the common stock. All of Legacy Media, LLC's shares may be registered
in  an  SB-2  filing  at  its  request.

These  securities  were  issued  in  private  transactions,  in  reliance on the
exemption  available  under  Section  4(2)  of  the  1933  Act.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NONE.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No matters were submitted to a vote of security holders during the quarter ended
June,  30,  2007.

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.

ITEM  5.  OTHER  INFORMATION

N/A

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

NONE


<PAGE>
                                   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.
                                        (REGISTRANT)


Date:  August 21, 2007                  By:  /s/  Ed Alexander
                                             -----------------------------------
                                             ED ALEXANDER,
                                             Chief Executive Officer and
                                             President