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 March 31, 2006

[ ]  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 April  11,  2006, the registrant had outstanding 14,622,500 shares of
Common Stock, $0.0001 par value per share.

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


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                            PROTON LABORATORIES, INC.
                                TABLE OF CONTENTS

                                                                       PAGE
<S>                                                                    <C>
Condensed Consolidated Balance Sheets - March 31, 2006 and
  December 31, 2005 (Unaudited)                                        F-1

Condensed Consolidated Statements of Operations for the three
  months ended March 31, 2006 and 2005 (Unaudited)                     F-2

Condensed Consolidated Statements of Cash Flows for the three months
  ended March 31, 2006 and 2005 (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,
                                                                           2006            2005
-------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>
ASSETS
CURRENT ASSETS
Cash                                                                 $     1,399   $       1,384
Accounts receivable, less allowance for doubtful accounts of
  $16,522 and $16,522, respectively                                       13,608          21,927
Inventory                                                                 28,722          32,861
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                    43,729          56,172
-------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                                    19,709          19,709
Equipment and machinery                                                  161,833         161,833
Leasehold improvements                                                    11,323          11,323
  Accumulated depreciation                                               (53,469)        (45,820)
-------------------------------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                                             139,396         147,045
-------------------------------------------------------------------------------------------------
DEPOSITS                                                                   6,131           6,131
-------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                         $   189,256   $     209,348
-------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                     $    99,208   $     168,378
Accrued expenses                                                         286,055         252,769
Deferred revenue                                                          52,506          52,506
Preferred dividends payable                                               11,200           9,600
Stockholder loans, current portion                                       490,500         444,642
-------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                              939,469         927,895
-------------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                                 67,994          40,000
-------------------------------------------------------------------------------------------------
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                                       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; 14,622,500 and 14,270,100 shares issued and
  outstanding, respectively                                                1,464           1,429
Additional paid in capital                                             1,937,618       1,856,601
Accumulated deficit                                                   (2,837,289)     (2,696,577)
-------------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                           (818,207)       (758,547)
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $   189,256   $     209,348
-------------------------------------------------------------------------------------------------
<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 MARCH 31,                             2006          2005
------------------------------------------------------------------------------------
<S>                                                       <C>           <C>
SALES                                                     $    50,922   $    94,189

COST OF GOODS SOLD                                             44,292        67,363
------------------------------------------------------------------------------------

GROSS PROFIT                                                    6,630        26,826
------------------------------------------------------------------------------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including
  equity-based expenses of $40,526 and $0, respectively)      128,030       115,494
------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                         (121,400)      (88,668)
------------------------------------------------------------------------------------

OTHER INCOME AND (EXPENSE)
Interest income                                                    25            59
Interest expense                                              (17,737)      (23,584)
------------------------------------------------------------------------------------
  NET OTHER EXPENSE                                           (17,712)      (23,525)
------------------------------------------------------------------------------------

    NET LOSS                                                 (139,112)     (112,193)

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

LOSS APPLICABLE TO COMMON SHAREHOLDERS                    $  (140,712)  $  (113,793)
------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                            $     (0.01)  $     (0.01)
------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                                       14,337,412    12,985,674
------------------------------------------------------------------------------------
<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 THREE MONTHS ENDED MARCH 31,                      2006        2005
---------------------------------------------------------------------------
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $(139,112)  $(112,193)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                           7,649       5,399
  Loss on disposal of property and equipment                 -         181
  Common stock issued for services                      40,526           -
  Amortization of loan costs                                 -       9,025
  Changes in operating assets and liabilities
    Accounts receivable                                  8,319     (15,056)
    Inventory                                            4,139     (74,410)
    Deposits                                                 -       5,000
    Accounts payable                                   (28,644)    (34,666)
    Accrued expenses                                    33,286      30,668
---------------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES                   (73,837)   (186,052)
---------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                          -        (327)
---------------------------------------------------------------------------

  NET CASH FROM INVESTING ACTIVITIES                         -        (327)
---------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loans                         73,852     204,000
---------------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES                    73,852     204,000
---------------------------------------------------------------------------

NET INCREASE IN CASH                                        15      17,621

CASH AT BEGINNING OF PERIOD                              1,384      14,412
---------------------------------------------------------------------------

CASH AT END OF PERIOD                                $   1,399   $  32,033
---------------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for accrued legal services  $  40,526   $       -
Accrual of preferred stock dividends                 $   1,600   $   1,600
Transfer of deposit to property and equipment        $       -   $  64,500
Issuance of common stock loan costs                  $       -   $  27,075
<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,  2005  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, 2006 are not necessarily indicative of the results that may be
expected  for  the  full  year  ending  December  31,  2006.

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.

INVENTORY  - Inventory consists of purchased finished goods and is stated at the
lower  of  cost  (using  the  first-in,  first-out  method)  or  market  value.

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.


                                        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 $140,712 for
the three months ended March 31, 2006. The Company had a working capital deficit
of  $895,740,  and  $871,723  at  March  31,  2006  and  December  31,  2005,
respectively.  Loans  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 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

Stockholder  loans  as  of  March  31, 2006 and December 31, 2005 consist of the
following:

<TABLE>
<CAPTION>
                                                                         2006      2005
-----------------------------------------------------------------------------------------
<S>                                                                    <C>       <C>
Note payable to President; principal and interest due May 2006;
  interest is accrued at 30% per annum; secured by inventory           $164,000  $168,500

Note payable to President; principal and interest due June 2006;
  interest is accrued at 7% per annum; unsecured                         24,500         -

Note payable to CEO and majority shareholder; principal and
  interest currently due; interest is accrued at 7% per annum;
  unsecured.                                                             84,000    84,000

Note payable to CEO and majority shareholder; principal and
  interest currently due; interest is accrued at 7% per annum;
  unsecured.                                                            125,000   125,000

Note payable to CEO and majority shareholder; principal and
  interest currently due; interest is accrued at 7% per annum;
  unsecured.                                                             40,000    40,000

Note payable to CEO and majority shareholder; principal and
  interest due September 2006; interest is accrued at 7% per annum;
  unsecured.                                                             13,000    13,000

Note payable to CEO and majority shareholder; principal and
  interest due September 2007; interest is accrued at 7% per annum;
  unsecured.                                                              8,642    14,142


                                        5
<PAGE>
Note payable to shareholder; principal and interest due January 2007;
  interest is accrued at 7% per annum; unsecured.                        40,000    40,000

Notes payable to President and CEO; principal and interest due
  March 2008; interest is accrued at 7% per annum; unsecured.            59,352         -
-----------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOANS                                             558,494   484,642

    Less: Current Portion                                               490,500   444,642
-----------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOANS - LONG TERM                                $ 67,994  $ 40,000
-----------------------------------------------------------------------------------------
</TABLE>

During  the  three  months  ended  March 31, 2006, two shareholders advanced the
Company  $73,852.  These advances bear interest at 7% with principal and accrued
interest  due  June  2006  and  February  2008.

At  March  31,  2006  and  December  31,  2005, the Company had accrued interest
relating  to  shareholder  loans  of  $115,068  and  $97,331,  respectively.

During  the  three  months  ended March 31, 2006, the Company accrued $15,000 as
salaries payable to the company's CEO, resulting in $170,987 of salaries payable
at  March  31,  2006.

NOTE  4  -  COMMON  STOCK

In  March  2006 the Company issued 352,400 shares of common stock for payment of
legal fees.  The value of the shares issued was $81,052, based on a market price
on  date  of  issuance  of $0.23.  $40,526 of this amount is related to services
rendered  during  the  year  ended  December  31,  2005.

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, 2006, 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  November  2005,  the  Company  entered  into an equity line
agreement  with  a  private  investor  (the  "Equity Line Investor").  Under the
equity line, the Company had the right to draw up to $10,000,000 from the Equity
Line  Investor.  The  Company  was  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.  As  of March 31, 2006, the Company had not drawn funds under the
equity  line.


                                        6
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS.

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,
2005 which appear in our Form 10-KSB for the year then ended, and our unaudited
financial statements for the quarter ended March 31, 2006 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
contemplate our continuation as a going concern.

     We incurred a net losses of $139,112 for the three months ended March 31,
2006 and a net loss of $112,193 for the quarter ended March 31, 2005. We had a
working capital deficit of $895,740 at March 31, 2006, and a working capital
deficit of $871,723 at March 31, 2005. Loans from our president were required to
fund operations.

     Our independent auditors made a going concern qualification in their report
dated March 29, 2006, which raises substantial doubt about our ability to
continue as a going concern. The financial statements herein 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 are located in Alameda, California. Our business consists of the sales
and marketing of the industrial, environmental and residential systems
throughout the U.S.A. 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 are working towards raising funds to expand our marketing
and revenues. We have spent considerable time negotiating with several overseas
corporations for the co-development of enhanced antioxidant beverages for
distribution into the overseas markets. In addition, we are working with
Canadian businesses to identify markets for various disinfection applications of
functional water, pending government approval. We are working on agricultural
applications of functional water. We are working on packaging for a spray-on
application of function water for pathogen counter-measures.

     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


<PAGE>
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.

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 more significant judgments and
estimates used in the preparation of our consolidated financial statements.

     Our fiscal year end is December 31.

     We have a joint research and development program with Weber Farms located
in Washington State. Weber Farms is family-owned with a long history of raising
and marketing quality potatoes, wheat and corn. In 1979, Weber Farms built a
fresh pack potato warehouse to ensure better quality and more oversight of the
marketing of open potatoes both to domestic and foreign markets. In 1997, a
state-of- the-art potato storage facility capable of storing 50,000 tons was
built. End uses of Weber Farm potatoes are generally in the areas of boxed and
bagged potatoes for retail stores, hash browns, French fries and other
retail-type products. We will work together in various areas where Proton's
electrolyzed water, with its unique efficacies, can be integrated into potato
production and post-harvesting processes. Understanding that Proton's water
brings about certain potato maintenance efficacies, environmental and worker
safety, on-site production abilities and cost efficiencies, both parties are
looking forward to a mutually rewarding relationship.

RESULTS OF OPERATIONS-THREE MONTHS ENDED MARCH 31, 2006 AND 2005.

     We had revenue of $50,922 for the for the three months ended March 31, 2006
Compared to revenue of $94,189 for the for the three months ended March 31,
2005. This was a revenue decrease of $43,267 or 45.9%.

     We had a net loss $139,112 for the for the three months ended March 31,
2006 compared to a net loss of $112,193 for the for the three months ended March
31, 2005.

     Cash used by operating activities was $73,837 for the for the three months
ended March 31, 2006 compared to cash used by operating activities of $186,052
for the for the three months ended March 31, 2005. This decrease in cash used by
operating activities was due primarily to a decrease in inventory and an
increase in accrued expenses.

LIQUIDITY

     At March 31, 2006, we had cash on hand of $1,399. 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. There is no assurance
that we will be able to raise any equity financing or sell any of our products
to generate a profit.

     During the three months ended March 31, 2006, both our President and CEO
advanced us an aggregate of $73,852. These advances bear interest at 7% with
principal and accrued interest due in March 2008. At March 31, 2006, we owed the
these two individuals an aggregate of $558,494, compared to March 31, 2005 when
we owed these two individuals an aggregate of $466,000. These amounts include
loans made to us by them prior to 2005.

     At March 31, 2006, the accrued interest relating to stockholder loans was
$115,068 and at March 31, 2005, the accrued interest relating to stockholder
loans was $30,505.

     During the three months ended March 31, 2006, we accrued $15,000 as
salaries payable, resulting in $170,987 of salaries payable at March 31, 2006.
This accrual includes salary accruals that we made prior to 2005.


<PAGE>
     In March 2005, we issued a note payable to our current President in the
amount of $164,000. The note was originally due in May 2005 and has been
extended through May 31, 2006 and is secured by inventory. The original terms of
the loan provided for an interest payment of $28,500 or 106% per annum. When the
note was extended in May 2005, the interest rate was amended to 30%. At March
31, 2006, the outstanding balance of the note was $164,000 and $72,308 of
interest had been accrued. In addition, we issued 47,500 shares of common stock
as additional consideration for the loan which was recorded as a $27,075 loan
cost and was amortized over the original term of the note. During October 2005
and March 2006, we obtained an additional $24,500 from the same lender, which
amounts are due June 1, 2006 and accrue interest at 7% per annum.

     In June 2005, we 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 us
25,000,000 Yen for engineering design, molding, tooling and preparation costs,
and the exclusive product distribution rights for China, Taiwan, and Japan.
Through March 31, 2006, Mitachi had paid to us 6,000,000 Yen (US $52,506) in
connection with this agreement. Since the project is not yet completed and no
units have been sold, this amount is classified as deferred revenue.

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 3.     CONTROLS AND PROCEDURES.

(a)  Evaluation of disclosure controls and procedures.

     Based on their evaluation of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")), our principal executive officer and principal financial
officer have concluded that as of the end of the period covered by this annual
report on Form 10-KSB such disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in reports that we file
or submit 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.

     Our management is responsible for establishing and maintaining adequate
     control over our financial reporting.

     During the year 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.

     The evaluation of our disclosure controls included a review of whether
there were any significant deficiencies in the design or operation of such
controls and procedures, material weaknesses in such controls and procedures,
any corrective actions taken with regard to such deficiencies and weaknesses and
any fraud involving management or other employees with a significant role in
such controls and procedures.

     There have been no changes in our internal control over financial
reporting.


<PAGE>
                                    PART II

                                OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS.

     None.


ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES.

     None.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

     In March 2005, we issued a note payable to our current President in the
amount of $164,000. The note was originally due in May 2005 and has been
extended through May 31, 2006 and is secured by inventory. The original terms of
the loan provided for an interest payment of $28,500 or 106% per annum. When the
note was extended in May 2005, the interest rate was amended to 30%. At March
31, 2006, the outstanding balance of the note was $164,000 and $72,308 of
interest had been accrued.


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

     None.


ITEM 5.     OTHER INFORMATION.

     None.


ITEM 6.     EXHIBITS.

Exhibit     Exhibit
Number      Name
--------------------------------------------------------------

31.1        Certification pursuant to Section 13a-14 of CEO.

31.2        Certification pursuant to Section 13a-14 of CFO.

32.1        Certification pursuant to Section 1350 of CEO.

32.2        Certification pursuant to Section 1350 of CFO.


<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 in Alameda, California.


                                          PROTON LABORATORIES, INC.


May 16, 2006
                                          By: /s/ Edward Alexander
                                          Edward Alexander
                                          Director, Chief Executive Officer, and
                                          Chief Financial Officer