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

                                   FORM 10-QSB

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

                                   For the quarterly period ended June 30, 2005

[_]  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

     On August 17, 2005, the registrant had outstanding 14,270,100 shares of
Common Stock, $0.0001 par value per share, of which 147,500 shares have not been
certificated yet.

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


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

ITEM 1.   FINANCIAL STATEMENTS.


                            PROTON LABORATORIES, INC.
                                TABLE OF CONTENTS

                                                                    Page
<S>                                                                 <C>

Condensed Consolidated Balance Sheets - June 30, 2005 and
  December 31, 2004 (Unaudited)                                      F-1

Condensed Consolidated Statements of Operations for the three
  and six months ended June 30, 2005 and 2004 (Unaudited)            F-2

Condensed Consolidated Statements of Cash Flows for the six months
  ended June 30, 2005 and 2004 (Unaudited)                           F-3

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


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

                                                                         June 30,     December 31,
                                                                           2005           2004
---------------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>
ASSETS
CURRENT ASSETS
Cash                                                                   $    60,763   $      14,412
Accounts receivable, less allowance for doubtful accounts of  $16,522       11,865          10,633
Inventory                                                                  100,778          34,097
---------------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                     173,406          59,142
---------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                                      18,438          18,438
Equipment and machinery                                                    159,357          95,039
Leasehold improvements                                                      11,323          10,995
Deposit on equipment                                                             -          69,500
Less:  accumulated depreciation                                            (29,974)        (19,160)
  NET PROPERTY AND EQUIPMENT                                               159,144         174,812
---------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                           $   332,550   $     233,954
---------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                       $   110,593   $     134,780
Accrued expenses                                                           185,975         110,562
Deferred revenue                                                            52,506               -
Preferred dividends payable                                                  6,400           3,200
Note payable                                                               164,000               -
Stockholder loans, current portion                                         249,000          84,000
---------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                                768,474         332,542
---------------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                                   53,000         178,000
---------------------------------------------------------------------------------------------------
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; 14,170,100 and 12,975,000 shares issued and
   outstanding, respectively                                                 1,419           1,299
Additional paid in capital                                               1,836,611       1,350,616
Accumulated deficit                                                     (2,406,954)     (1,708,503)
---------------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                             (488,924)       (276,588)
---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $   332,550   $     233,954
---------------------------------------------------------------------------------------------------
</TABLE>

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


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

                                                  FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                                           JUNE 30,                           JUNE 30,
                                               --------------------------------  -----------------------------
                                                    2005             2004             2005            2004
-------------------------------------------------------------------------------  -----------------------------
<S>                                            <C>              <C>              <C>              <C>
SALES                                          $       63,521   $       81,985   $      157,710   $   158,005

COST OF GOODS SOLD                                     33,499           25,375          100,862        72,970
--------------------------------------------------------------------------------- ----------------------------

GROSS PROFIT                                           30,022           56,610           56,848        85,035
--------------------------------------------------------------------------------- ----------------------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          563,886           97,115          679,380       162,758
--------------------------------------------------------------------------------- ----------------------------

LOSS FROM OPERATIONS                                 (533,864)         (40,505)        (622,532)      (77,723)
--------------------------------------------------------------------------------- ----------------------------

OTHER INCOME AND (EXPENSE)
Interest income                                            41                -              100             -
Interest expense                                      (49,235)          (3,636)         (72,819)       (5,471)
--------------------------------------------------------------------------------- ----------------------------
  NET OTHER EXPENSE                                   (49,194)          (3,636)         (72,719)       (5,471)
--------------------------------------------------------------------------------- ----------------------------

    NET LOSS                                         (583,058)         (44,141)        (695,251)      (83,194)

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

LOSS APPLICABLE TO COMMON SHAREHOLDERS         $     (584,658)  $      (44,141)  $     (698,451)  $   (83,194)
--------------------------------------------------------------------------------- ----------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                 $        (0.04)  $        (0.00)  $        (0.05)  $     (0.01)
--------------------------------------------------------------------------------- ----------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                               13,362,997       11,250,000       13,176,132    11,250,000
--------------------------------------------------------------------------------- ----------------------------
</TABLE>

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


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

FOR THE SIX MONTHS ENDED JUNE 30, 2005               2005        2004
----------------------------------------------------------------------
<S>                                             <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $(695,251)  $ (83,194)
Shares issued for director services                52,640           -
Shares issued for consulting services             406,400           -
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                     10,814       5,249
  Amortization of loan costs                       27,075           -
  Changes in operating assets and liabilities
    Accounts receivable                            (1,232)     (7,944)
    Inventory                                     (66,681)    (66,065)
    Deposits                                        5,000           -
    Deferred revenue                               52,506           -
    Accounts payable                              (24,187)    (29,921)
    Accrued expenses                               75,413      35,471
----------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES             (157,503)   (146,404)
----------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                  (146)    (15,060)
----------------------------------------------------------------------

  NET CASH FROM INVESTING ACTIVITIES                 (146)    (15,060)
----------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                       164,000           -
Proceeds from stockholder loans                    40,000     165,000
----------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES              204,000     165,000

NET INCREASE IN CASH                               46,351       3,536

CASH AT BEGINNING OF PERIOD                        14,412       4,423
----------------------------------------------------------------------

CASH AT END OF PERIOD                           $  60,763   $   7,959
----------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for loan costs         $  27,075   $       -
Accrual of preferred stock dividends            $   3,200   $       -
</TABLE>

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


                                       F-3
<PAGE>
                            PROTON LABORATORIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND NATURE OF OPERATIONS

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

In April 2004, the Company changed its name from BentleyCapitalCorp.com, Inc. to
Proton  Laboratories,  Inc.  The Company's subsidiary also changed its name from
Proton  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,  2004  Annual Report on Form 10-KSB.  In particular, the Company's
significant  accounting  principles were presented as Note 1 to the consolidated
financial  statements  in  that  report.  In  the  opinion  of  management,  all
adjustments  necessary  for  a  fair  presentation  have  been  included  in the
accompanying  condensed  consolidated  financial  statements and consist of only
normal  recurring  adjustments.  The  results  of  operations  presented  in the
accompanying  condensed  consolidated  financial  statements  for the six months
ended  June  30,  2005 are not necessarily indicative of the results that may be
expected  for  the  full  year  ending  December  31,  2005.

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

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


                                       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 $698,451 for
the six months ended June 30, 2005. The Company had a working capital deficit of
$595,068  and  $273,400  at  June  30, 2005 and December 31, 2004, 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

During  January  2005,  a shareholder advanced the Company $40,000.  At June 30,
2005  and  December 31, 2004, the balance in the loans from two shareholders was
$302,000  and  $262,000,  respectively.  Of  these  loans,  $262,000 is from the
Company's  president.  These  advances  bear  interest  at 7% with principal and
accrued  interest  due  between November 2005 and January 2007. At June 30, 2005
and  December  31,  2004,  the  accrued  interest  was  $61,650  and  $15,946,
respectively.

During  the  six  months  ended  June  30,  2005, the Company accrued $30,000 as
salaries  payable  to the president resulting in $124,325 of salaries payable at
June  30,  2005.

NOTE  4  -  NOTES  PAYABLE

In March 2005 the Company issued a note payable in the amount of $164,000, which
is  secured  by  inventory.  The  note  was  due in May 2005 and is currently in
default.  At  June 30, 2005 $28,500 of interest, and $6,875 of penalty interest,
had  been  accrued as it relates to the note payable.  Until the loan is repaid,
the  note accrues interest at 30% per annum. In addition, the Company issued the
lender 47,500 shares of common stock, which was recorded as a $27,075 loan costs
and  is  amortized  over the term of the note.  At June 30, 2005, the loan costs
were  fully  amortized.

NOTE  5  -  COMMON  STOCK

During  the  six month ended June 30, 2005, the Company issued 131,600 shares of
its  common  stock  to a director for compensation of services.  The shares were
valued  at  $52,640 based on the market value of the Company's stock on the date
of  issuance.

In  June  2005,  the Company issued 1,016,000 of its common stock to consultants
for  services.  The  shares were valued at $406,400 based on the market value of
the  Company's  stock  on  the  date  of  issuance.


                                       F-5
<PAGE>
NOTE  6  -  COMMITMENTS

In  June  2005,  the  Company entered into an agreement with Mitachi, a Japanese
electronics  component  manufacturer,  to  aid  in  the  production  of enhanced
drinking water generators. Pursuant to this agreement, Mitachi agreed to pay the
Company  25,000,000 Yen for engineering design, molding, tooling and preparation
costs,  and  the  exclusive  product  distribution rights for China, Taiwan, and
Japan.  As  of June 30, 2005, 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.

NOTE  7  -  SUBSEQUENT  EVENTS

During  July  2005,  the  Company  sold 100,000 shares of its common stock to an
investor  for  $0.20  per  share.


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

FORWARD-LOOKING STATEMENT

     Certain statements contained in this report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar meaning, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, 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 from 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 audited financial
statements and accompanying notes and the other financial information appearing
in our annual report on Form 10-KSB for the year ended December 31, 2004. The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the U.S.A., which contemplate
our continuation as a going concern.

     Our independent auditors made a going concern qualification in their report
dated March 7, 2005 (contained in our annual report on Form 10-KSB for the year
ended December 31, 2004), 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 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  incurred  net  losses applicable to common shareholders of $698,451 for
the  six months ended June 30, 2005. We have incurred net losses of $965,840 for
the  year  ended December 31, 2004, and $217,333 for the year ended December 31,
2003. We had a working capital deficit of $595,068 at June 30, 2005 and $273,400
at  December  31,  2004.  Loans were required to fund operations. This condition
raises  a  substantial  doubt  about our ability to continue as a going concern.

     We  are  working  towards  raising public 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.  In addition, 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 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.


<PAGE>
     Our operations 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 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


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

     Our fiscal year end is December 31.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 and 2004

     We had revenue of $157,710 for the six months ended June 30, 2005 compared
to revenue of $158,005 for the six months ended June 30, 2004.

     We had a net loss of $695,251 for the six months ended June 30, 2005
compared to a net loss of $83,194 for the six months ended June 30, 2004. This
increase in net loss was due primarily to: an increase in SG&A due to our
compensating consultants with our common stock; an increase in cost of goods
sold; and an increase in interest expense.

     Net cash used by operating activities was $157,503 for the six months ended
June 30, 2005 compared to cash used by operating activities of $146,404 for the
Six months ended June 30, 2004.

LIQUIDITY

     As of June 30, 2005, we had cash on hand of $60,763.  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 January 2005, a shareholder advanced us $40,000.  The balance of the
loans  from  two  shareholders  was


<PAGE>
$302,000  at  June 30, 2005, and $262,000 at December 31, 2004.  Of these loans,
$262,000  is  from  our  president.  These  advances  bear  interest  at 7% with
principal  and  accrued  interest  and are due between November 2005 and January
2007.   The  accrued  interest  was  $61,650  at  June  30,  2005 and $15,946 at
December  31,  2004.

During  the  six  months  ended  June  30,  2005, the Company accrued $30,000 as
salaries  payable  to the president resulting in $124,325 of salaries payable at
June  30,  2005.

     In  March 2005 we issued a note payable in the amount of $164,000, which is
secured by inventory.  The note was due in May 2005 and is currently in default.
At  June  30, 2005 $28,500 of interest, and $6,875 of penalty interest, had been
accrued  as  it relates to the note payable.  Until the loan is repaid, the note
accrues  interest  at  30%  per  annum. In addition, we issued the lender 47,500
shares  of  common  stock,  which  was  recorded  as a $27,075 loan costs and is
amortized  over  the  term  of  the note.  At June 30, 2005, the loan costs were
fully  amortized.

     During  the  six months ended June 30, 2005, we accrued $30,000 as salaries
payable  to  the president resulting in $124,325 of salaries payable at June 30,
2005.

     During  the  six  month  ended  June  30, 2005, we issued 131,600 shares of
common stock to a director for compensation of services.  The shares were valued
at  $52,640  based  on  the  market  value of the Company's stock on the date of
issuance.

     In  June  2005,  we issued 1,016,000 of its common stock to consultants for
services.  The  shares  were valued at $406,400 based on the market value of our
stock  on  the  date  of  issuance.

     During July 2005, we sold 100,000 shares of its common stock to an investor
for  $0.20  per  share.

     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.  As
of  June  30,  2005,  Mitachi  had  paid  to  us  6,000,000  Yen, or $52,506, in
conjunction  with  the 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 to resell.

     -    The cost of sales and marketing our products.

     -    The rate at which we expand our operations.

     -    The results of our consulting business.

     -    The response of competitors.


<PAGE>
ITEM 3.   CONTROLS AND PROCEDURES.

(a)  Evaluation of disclosure controls and procedures.

     Based on their evaluation of 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
quarterly report on Form 10-QSB 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.

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

     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.

     The following transaction was made in reliance on exemptions from
registration under Section 4(2) of the Securities Act.  Each certificate issued
for unregistered securities contained a legend stating that the securities have
not been registered under the Securities Act and setting forth the restrictions
on the transferability and the sale of the securities.  No underwriter
participated in, nor did we pay any commissions or fees to any underwriter in
connection with any of these transactions.

      In August 2005, we sold 100,000 shares of common stock to one investor
at a price of $0.20 per share.  We issued these securities in reliance on
Section 4(2) of the Securities Act. This transaction did not involve a public
offering. The investor was knowledgeable about our operations and financial
condition. The investor had knowledge and experience in financial and business
matters that allowed him to evaluate the merits and risk of receipt of these
securities.

     In March 2005 we issued a note payable in the amount of $164,000. As
additional consideration for receiving this loan, we issued the lender 47,500
shares of common stock which was recorded as a $27,075 loan costs and is
amortized over the term of the note. At June 30, 2005, the loan costs were fully
amortized. We issued these securities in reliance on Section 4(2) of the
Securities Act. This transaction did not involve a public offering. The investor
was knowledgeable about our operations and financial condition. The investor had
knowledge and experience in financial and business matters that allowed him to
evaluate the merits and risk of receipt of these securities.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

     In March 2005, we issued a note payable in the amount of $164,000, which is
secured by inventory.  The note was due in May 2005 and is currently in default.
At June 30, 2005 $28,500 of interest, and $6,875 of penalty interest, had been
accrued as it relates to the note payable.  Until the loan is repaid, the note
accrues interest at 30% per annum. In addition, we issued the lender 47,500
shares of common stock, which was recorded as a $27,075 loan costs and is
amortized over the term of the note.  At June 30, 2005, the loan costs were
fully amortized.

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.


August 19, 2005
                              By: /s/ Edward Alexander
                                 Edward Alexander
                                 Director, Chief Executive Officer, and
                                 Chief Financial Officer


<PAGE>
                                  EXHIBIT INDEX

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