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

                                   Form 10-QSB
(Mark One)

[X]  Quarterly  Report  Under Section 13 or 15(d) Of The Securities Exchange Act
     Of  1934  For  The  Quarter  Ended  March 31, 2004.

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

For The Transition Period From _____ To ______

Commission File No. 000-31883

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

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

                     1150 Marina Village Parkway, Suite 103
                                Alameda, Ca 94501
                                 (510) 865-6412
           (Address Of Principal Executive Offices, Telephone Number)


As  of  May 13, 2004, there  were  11,250,000  shares  of  common  stock
outstanding.

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


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


Item 1.   Financial Statements


                              Proton Laboratories, Inc.
                                  TABLE OF CONTENTS


                                                                            PAGE


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

Condensed Consolidated Statements of Operations for the three months
ended March 31, 2004 and 2003 (Unaudited).                                  F-2

Condensed Consolidated Statements of Cash Flows for the three months
Ended March 31, 2004 and 2003 (Unaudited).                                  F-3

Notes to Condensed Consolidated Financial Statements                        F-4


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


                                                   MARCH 31,    DECEMBER 31,
                                                     2004           2003
=============================================================================
<S>                                               <C>          <C>
ASSETS

CURRENT ASSETS
Cash                                              $    8,180   $       4,423
Accounts receivable, less allowance for doubtful
  accounts of $10,092                                 46,004          24,583
Inventory                                             95,557          27,800
-----------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                               149,741          56,806
-----------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                 5,304           4,670
Equipment and machinery                               48,901          43,724
Leasehold improvements                                 1,886           1,886
Less:  accumulated depreciation                      (14,065)        (11,672)
-----------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                          42,026          38,608
-----------------------------------------------------------------------------
TOTAL ASSETS                                      $  191,767   $      95,414
=============================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                  $  190,261   $     197,576
Accrued expenses                                      33,456          15,735
-----------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                          223,717         213,311
-----------------------------------------------------------------------------
LONG TERM LIABILITIES- STOCKHOLDER LOAN              209,000          84,000
-----------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
  with a par value of $0.0001; no shares issued
  or outstanding                                           -               -
Common stock, 100,000,000 common shares
  authorized with a par value of $0.0001;
  11,250,000 shares issued and outstanding             1,126           1,126
Additional paid in capital                           536,440         536,440
Accumulated deficit                                 (778,516)       (739,463)
-----------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                       (240,950)       (201,897)
-----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $  191,767   $      95,414
=============================================================================


         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               2004          2003
========================================================================
<S>                                           <C>           <C>
SALES                                         $    76,020   $    63,726

COST OF GOODS SOLD                                 47,595        35,928
------------------------------------------------------------------------
   GROSS PROFIT                                    28,425        27,798
------------------------------------------------------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       65,643        67,889
------------------------------------------------------------------------
   LOSS FROM OPERATIONS                           (37,218)      (40,091)
------------------------------------------------------------------------
INTEREST EXPENSE                                    1,835             -
------------------------------------------------------------------------
   NET LOSS                                   $   (39,053)  $   (40,091)
========================================================================
BASIC AND DILUTED LOSS PER
  COMMON SHARE                                $     (0.00)  $     (0.00)
========================================================================
BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                           11,250,000    11,250,000
========================================================================



         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                          2004       2003
===============================================================================
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  $ (39,053)  $(40,091)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                                2,393      1,878
  Fair value of officer services                                  -     15,000
  Changes in operating assets and liabilities
    Accounts receivable                                     (21,421)      (939)
    Inventory                                               (67,757)     3,327
    Accounts payable                                         (7,315)     8,030
    Accrued expenses                                         17,721       (183)
    Deferred revenue                                              -     13,365
-------------------------------------------------------------------------------
  NET CASH FROM OPERATING ACTIVITIES                       (115,432)       387
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                          (5,811)         -
-------------------------------------------------------------------------------
  NET CASH FROM INVESTING ACTIVITIES                         (5,811)         -
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loans                             125,000          -
Capital contributions                                             -      2,891
-------------------------------------------------------------------------------
  NET CASH FROM FINANCING ACTIVITIES                        125,000      2,891
-------------------------------------------------------------------------------
NET INCREASE IN CASH                                          3,757      3,278

CASH AT BEGINNING OF PERIOD                                   4,423      1,385
-------------------------------------------------------------------------------
CASH AT END OF PERIOD                                     $   8,180   $  4,663
===============================================================================



         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  Laboratorie-s,  Inc.  to  Water  Science,  Inc.

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

NATURE  OF  OPERATIONS  -  The  Company's  operations  are  located  in Alameda,
California. The core business of the Company consists of the sales and marketing
of  the  Company's  industrial, environmental and residential systems throughout
the  United  States  of  America  which alter the properties of water to produce
functional  water.  The  Company  acts  as  an  exclusive  importer  and  master
distributor of these products to various companies in which uses for the product
range  from  food  processing  to  retail water sales. 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.

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  net  losses  of $39,053 and $40,091 for the three months
ended  March  31, 2004 and 2003, respectively. The Company had a working capital
deficit  of  $73,976  and  $156,505  at  March  31,  2004 and December 31, 2003,
respectively.  Loans  from  the  Company's  president  were  required  to  fund
operations.

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


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


ultimately  to attain profitable operations. However, there is no assurance that
profitable  operations  or  sufficient  cash  flows  will  occur  in the future.

NOTE 3 - RELATED PARTY TRANSACTIONS

During  the  three  months  ended  March  31,  2004, the Company's president and
majority  shareholder  advanced  the  Company  $125,000.  At  March 31, 2004 and
December  31,  2003,  the  balance  in  the  shareholder  loans was $209,000 and
$84,000,  respectively.  These  advances  bear interest at 7% with principal and
accrued interest due November 2005. At March 31, 2004 and December 31, 2003, the
accrued  interest  was  $2,570  and  $735.

During  the  three months ended, the Company accrued $15,000 as salaries payable
to  the  president  resulting  in $30,000 of salaries payable at March 31, 2004.
During  the three months ended March 31, 2003, the president did not receive any
amounts  related  to  his  salary. The Company determined that the fair value of
these  services  was  $15,000.  Thus  the  Company recorded a salary expense and
contributed  capital  for  the  fair  value  of  the  president's  services.


                                      F-5
<PAGE>
Item 2.    Management's Discussion and Analysis

FORWARD-LOOKING STATEMENT

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

INTRODUCTION

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

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

     Our independent auditors made a going concern qualification in their report
dated March 12, 2004, which raises substantial doubt about our ability to
continue as a going concern. Our revenue decreased during 2003. During the
quarter ended March 31, 2004, our revenue increased compared to the quarter
ended March 31, 2003. During 2003 our president contributed funds to us to fund
operations. There is a substantial doubt about our ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or amounts
and classification of liabilities that might be necessary should we be unable to
continue in existence. Our ability to continue as a going concern is dependent
upon our ability to generate sufficient cash flows to meet our obligations on a
timely basis, to obtain additional financing as may be required, and ultimately
to attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.

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

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


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles.  The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities.  On an
ongoing basis, we evaluate our estimates.  We base our estimates on historical


<PAGE>
experience and on various other assumptions that are believed to be reasonable
under the circumstances.  These estimates and assumptions provide a basis for us
to make judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  Our actual results may differ from
these estimates under different assumptions or conditions, and these differences
may be material.

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

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

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

     Our fiscal year end is December 31.

RESULTS OF OPERATIONS-Quarter ended March 31, 2004 and 2003.


<PAGE>
     We had revenue of $76,020 for the quarter ended March 31, 2004, compared
to revenue of $63,726 for the quarter ended March 31, 2003.

     We had a net loss of $39,053 for the quarter ended March 31, 2004, compared
to a net loss of $40,091 for the quarter ended March 31, 2003.

     Net cash used by operating activities was $115,432 for the quarter ended
March 31, 2004, compared to cash provided by operating activities of $387 for
the quarter ended March 31, 2003.


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

LIQUIDITY

     As of March 31, 2004, we had cash on hand of $8,180.  Our growth is
dependent on attaining profit from our operations, or our raising additional
capital either through the sale of stock or borrowing.  There is no assurance
that we will be able to raise any equity financing or sell any our products at a
profit.

     During the year ended December 31, 2003, our president advanced to us the
amount of $84,000 in cash.  This advance accrues interest at the rate of 7% per
annum and is due in November 2005.

     During the quarter ended March 31, 2004, our president advanced to us the
amount of $125,000 in cash.  This advance accrues interest at the rate of 7% per
annum and is due in November 2005.

FUTURE CAPITAL REQUIREMENTS

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

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

-    The cost to acquire equipment to resell.

-    The cost of sales and marketing our products.

-    The rate at which we expand our operations.

-    The results of our consulting business.

-    The response of competitors.

OUR  CUSTOMERS  AND  VENDORS

     Major  Customer.  During  the  quarter  ended  March 31, 2004, sales to our
biggest customer accounted for 17% of our total sales during the quarter.  As of
March  31,  2004, this customer owed us $9,698.  While the loss of this customer
might  have  an  adverse  impact  on  us,  our  next five biggest customers each
represented  between  5%  and  14%  of  sales  during  the  quarter.

     Major  Vendor.  During  the  quarter  ended  March  31, 2004, our inventory
purchases  from  our  biggest  vendor  accounted  for 91% of our total inventory
purchases during the quarter.  As of March 31, 2004, we did not owe any money to
this  vendor.

Related Party Transaction

     During  the  three  months  ended  March  31,  2004,  Edward Alexander, our
president  and  majority  shareholder,  advanced us the amount of $125,000.   At
March  31,  2004  the  balance of loans to us by Mr. Alexander was $209,000.  At
December  31,  2003, the balance of loans to us by Mr. Alexander $84,000.  These
advances  bear  interest  at 7% with principal and accrued interest due November
2005.  At  March  31,  2004, , the accrued interest was $2,570.  At December 31,
2003,  the  accrued  interest  was  $735.

     During  the  three  months  ended  March  31,  2004,  we accrued $15,000 as
salaries  payable  to  Mr.  Alexander  resulting  in  an aggregate of $30,000 of
salaries  payable  to  Mr. Alexander at March 31, 2004.  During the three months
ended  March  31,  2003,  Mr.  Alexander  did  not receive or accrue any amounts
related  to  his  salary.  The  Company  determined that the fair value of these
services  was  $15,000.  Thus  the  Company  recorded  a  salary  expense  and
contributed  capital  for  the  fair  value  of  the  president's  services.


<PAGE>
Item  3.    Controls  and  Procedures.


(a)  Evaluation of disclosure controls and procedures.

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

(b)  Changes in internal control over financial reporting.

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


<PAGE>
                                     PART II

                                OTHER INFORMATION


Item 1.     Legal  Proceedings.

               None.


Item 2.     Changes  in  Securities.

               None.


Item 3.     Defaults Upon Senior Securities.

               None.


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

               On February 27, 2004, we had our annual meeting of shareholders.
The following matters were voted on and all were approved by the shareholders:

     The shareholders elected our directors:

Name                          Votes For

Edward Alexander              9,120,000 shares
Dick Wullaert                 9,120,000 shares
Michael Ledwith               9,120,000 shares


     The shareholders voted to amend our Articles Of Incorporation to change our
name to Proton Laboratories, Inc.:

Votes For                    9,120,000 shares
Votes Against                -0- shares
Abstentions                  2,000 shares

     The shareholders approved the 2004 Stock And Stock Option Plan:


<PAGE>
Votes For                    9,120,000 shares
Votes Against                -0- shares
Abstentions                  2,000 shares

     The shareholders ratified the selection of Hansen, Barnett & Maxwell as our
independent accountant for the year ending December 31, 2004.


Votes For                    9,122,000 shares
Votes Against                -0- shares
Abstentions                  -0- shares



Item 5.   Other Information.

               None.


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

          (a)  Exhibits.

                         Exhibit     31.1          Certification.

                         Exhibit     31.2          Certification.

                         Exhibit     32.1          Certification.

                         Exhibit     32.2          Certification.

          (b)  Reports on Form 8-K.


On April 14, 2004 we filed a Form 8-K dated March 16, 2004 reporting Item  5.
Other Events and Item 6. Financial  Statements  And  Exhibits.


On April 15, 2004 we filed a Form 8-K dated April 15, 2004 reporting Item  5.
Other Events and Item 7. Financial  Statements  And  Exhibits.


<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.


Date:  May 19, 2004               (signed)  ______________________________

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


<PAGE>