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 Marcy 31, 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.)

                        1135 Atlantic Avenue, Suite 101
                                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 May 16, the registrant had outstanding 26,470,523 Common Stock, $0.0001
par value per share.

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


<PAGE>
<TABLE>
<CAPTION>
CONTENTS

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

ITEM 1.     FINANCIAL STATEMENTS

ITEM 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations              1

ITEM 3T.    Controls and Procedures                                    4

PART II.    OTHER INFORMATION

ITEM 1.     Legal Proceedings                                          5

ITEM 2.     Changes in Securities                                      5

ITEM 3.     Defaults Upon Senior Securities                            5

ITEM 4.     Submission of Matters to a Vote of Security Holders        5

ITEM 5.     Other information                                          5

ITEM 6.     Exhibits and Reports on Form 8-K                           5

            Signatures                                                 6

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 - March 31, 2007 and
  December 31, 2006 (Unaudited)                                       F-1

Condensed Consolidated Statements of Operations for the three
  and nine months ended March 31, 2007 and 2006 (Unaudited)           F-2

Condensed Consolidated Statements of Cash Flows for the nine months
  ended March 31, 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)

                                                                       MARCH 31,    DECEMBER 31,
                                                                            2007            2006
=================================================================================================
<S>                                                                  <C>           <C>
ASSETS
CURRENT ASSETS
Cash                                                                 $     7,469   $       9,768
Accounts receivable, less allowance for doubtful accounts of
  $24,586 and $30,419, respectively                                        2,119             794
Inventory                                                                115,938         143,865
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                   125,526         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                                                 (80,184)        (69,550)
-------------------------------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                                             196,785         203,865
-------------------------------------------------------------------------------------------------
DEPOSITS                                                                   6,131           6,131
=================================================================================================
TOTAL ASSETS                                                         $   328,442   $     364,423
=================================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                     $    48,169   $      71,314
Accrued expenses                                                         287,171         266,079
Deferred revenue                                                          52,506          52,506
Preferred dividends payable                                               17,600          16,000
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                              405,446         405,899
-------------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                                307,642         270,642
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                    $   713,088   $     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                                             5,515,441       4,045,371
Stock subscription receivable                                            (20,000)        (20,000)
Accumulated deficit                                                   (5,962,736)     (4,419,657)
-------------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                           (384,646)       (312,118)
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $   328,442   $     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 MARCH 31, 2007                     2007          2006
====================================================================================
<S>                                                       <C>           <C>
SALES                                                     $    51,741   $    50,922

COST OF GOODS SOLD                                             29,800        44,292
------------------------------------------------------------------------------------

GROSS PROFIT                                                   21,941         6,630
------------------------------------------------------------------------------------
OPERATING EXPENSES
Selling, general and administrative expenses (including
  equity-based expenses of $0 and $40,526, respectively)       87,538       128,030
Product development costs (including  equity-based
  expenses of $1,470,551 and $0, respectively)              1,470,551             -
------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                       (1,536,148)     (121,400)
------------------------------------------------------------------------------------

OTHER INCOME AND (EXPENSE)
  Interest income                                                  53            25
  Interest expense                                             (5,384)      (17,737)
------------------------------------------------------------------------------------
  NET OTHER EXPENSE                                            (5,331)      (17,712)
------------------------------------------------------------------------------------

    NET LOSS                                               (1,541,479)     (139,112)

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

LOSS APPLICABLE TO COMMON SHAREHOLDERS                    $(1,543,079)  $  (140,712)
====================================================================================

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

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                                       22,721,415    14,337,412
====================================================================================
</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 THREE MONTHS ENDED MARCH 31,                2007         2006
========================================================================
<S>                                             <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $(1,541,479)  $(139,112)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                       10,634       7,649
  Common stock issued for services                1,470,551      40,526
  Changes in operating assets and liabilities
    Accounts receivable                              (1,325)      8,319
    Inventory                                        27,927       4,139
    Accounts payable                                (23,145)    (28,644)
    Accrued expenses                                 21,092      33,286
------------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES                (35,745)    (73,837)
------------------------------------------------------------------------

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 stockholder loans                      37,000      73,852
------------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES                 37,000      73,852
------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                      (2,299)         15

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

CASH AT END OF PERIOD                           $     7,469   $   1,399
========================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for accrued legal services         $         -   $  40,526
Accrual of preferred stock dividends            $     1,600   $   1,600
</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 three months
ended  March  31, 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>
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 $1,543,079 for
the  three months ended March 31, 2007. For March 31, 2007 and December 31, 2006
the Company had working capital deficits of $279,920 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  March  31, 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 LOANS                                          307,642   270,642

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

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

During  the  three  months  ended  March 31, 2007, two shareholders advanced the
Company $37,000. The Company did not make any payments on notes during the three
months  ended  March  31,  2007.

At March 31, 2007, the Company had accrued interest relating to shareholder
loans of $56,938.


                                      F-5
<PAGE>
During  the  three  months  ended March 31, 2007, the Company accrued $15,000 as
salaries payable to the company's CEO, resulting in $210,091 of salaries payable
at  March  31,  2007.

NOTE  4  -  COMMON  STOCK

During  January  through  March  31, 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 March 31, 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 March 2007, the Company entered into an equity line agreement
with  EFUND  SMALL  CAP  FUND II, LP, a Nevada Limited Partnership, (the "Equity
Line Investor").  Under the equity line, the Company has the right to draw up to
$10,000,000  from  the  Equity  Line  Investor.  The Company is entitled to draw
funds  and to "put" to the Equity Line Investor shares of the Company's   common
stock  in  lieu  of  repayment  of  the  draw.  The  Equity  Line  Investor  has
registration  rights related to any common stock purchased under the equity line
agreement.

NOTE  6  -  SUBSEQUENT  EVENTS

During  April  2007,  the  Company  issued  200,000  shares  of common stock for
services  rendered.


                                      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 quarter ended March 31, 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 $1,543,079 for the three months ended March
31,  2007.  We  had working capital deficit of $279,920 at March 31, 2007. Loans
and  equity  funding  were  required  to  fund  operations.

     We  had  a  stockholder  deficit  of  $384,646  at  March  31,2007  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.


                                        1
<PAGE>
     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.  If  the  company  can  raise  sufficient  capital,  of  which there is no
assurance, management believes these units will be ready for market introduction
during  the  second  quarter  of  2007.

     We  continue  to  raise  funds to bring inventory to market. The company in
late 2006 started a dialogue with a funding sourcing entity to raise $10,000,000
to  advance  its  market-ready  products  to  production  and  revenue.  These
negotiations  have  been  finalized  in  the  first  quarter  of  2007.

     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. 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


                                        2
<PAGE>
more  significant  judgments  and  estimates  used  in  the  preparation  of our
consolidated  financial  statements.

     Our  fiscal  year  end  is  December  31.

     At March 31, 2007, we had accrued interest relating to shareholder loans of
$56,938  and  outstanding  principal  due  to  shareholder  loans  of  $307,642.

     During the three months ended March 31, 2007 we accrued $15,000 as salaries
payable to our CEO, resulting in $210,091 of salaries payable at March 31, 2007.

RESULTS  OF  OPERATIONS-Three  Months  ended  March  31,  2007  and  2006.

     We   had   revenue  of  $51,741  for  the three months ended March 31, 2007
compared to revenue of $50,922 for the three months ended March 31, 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 $1,541,479 for the three months ended March 31,
2007 and a net loss of $139,112 for the three months ended March 31, 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  $35,745  for the for the  three
months  ended  March  31,  2007 compared to cash used by operating activities of
$73,837  for  the  three  months  ended  March  31,  2006.

     We   had  total  assets at March 31, 2007 of $328,442, 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  March  31, 2007, we had cash on hand of $7,469. 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.

     At  March  31,  2007,  we  owed  stockholder  loans  of  $307,642.

     In  2007,  we entered into an equity line of credit with a private investor
by  which  we have the right to draw an aggregate of up to $10,000,000 from time
to  time.  As  of  March  31, 2007 we had not drawn funds under the equity line.

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.


                                        3
<PAGE>
     -    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  March  31, 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 being 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  March  31,  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.

     We  considered  these  matters  in  connection  with  the condensed closing
process  and  the  preparation  of  the  March  31,  2007 consolidated financial
statements  included  in  this  Form  10-QSB and determined that no prior period
financial  statements  were  materially affected by such matters. 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.


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                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

None.

ITEM 2.  CHANGES  IN  SECURITIES.

During  January  through  March  31, 2007 the Company issued 4,812,300 shares of
restricted  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. These securities were issued in private transactions, with respect to
Canadian  residents, in reliance on the exemption from registration with the SEC
provided  by Regulation S, and with respect to U.S. citizens, 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

None.

ITEM 5.  OTHER  INFORMATION

N/A

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

NONE


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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.
                                      (REGISTRANT)


Date:  May 18, 2007                   By:  /s/ Ed Alexander
                                           -----------------------------------
                                           ED ALEXANDER,
                                           Chief Executive Officer and President


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