Filed Pursuant to Rule 424(b)3
                                                      SEC File Number 333-130460

                                   PROSPECTUS


                            PROTON LABORATORIES, INC.
                         1135 Atlantic Avenue, Suite 101
                                Alameda, CA 94501
                              voice: (510) 865-6412
                               fax: (510) 865-9385

                        50,000,000 Shares of Common Stock

     This prospectus relates to the sale of up to 50,000,000 shares of our
common stock by Selling Stockholders. We will not receive proceeds from the sale
of our shares by the Selling Stockholders. However, we will receive proceeds
from our sale of the common stock to the Selling Stockholder (also called the
"Investor"). The Investor will purchase the common stock from us at a purchase
price of 95% of the lowest closing best bid price of the common stock during
each pricing period.

     Our common stock is traded on the OTCBB under the trading symbol "PLBI."

     We have engaged the services of US EURO Securities, Inc. to be our
placement agent in connection with the equity line of credit. US EURO
Securities, Inc. is a member of the NASD.

     INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 OF THIS PROSPECTUS
BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

           The date of this Prospectus is September 14, 2006





                                TABLE OF CONTENTS

                                                                   Page
                                                                
Available Information                                              3
Prospectus Summary                                                 3
Risk Factors                                                       5
Information Regarding Forward-Looking Statements                   6
Use of Proceeds                                                    7
Dilution                                                           7
Description of Business                                            9
Description of Property                                            15
Financial Statements                                               15 and F-1
Management's Discussion and Analysis                               15
Market for Common Equity and Related Stockholder Matters           20
Directors, Executive Officers, Promoters and Control Persons       20
Executive Compensation                                             22
Security Ownership of Certain Beneficial Owners and Management     23
Certain Relationships and Related Transactions                     23
Description of Securities                                          24
Selling Stockholders                                               25
Plan of Distribution                                               26
Changes In and Disagreements With Accountants
    on Accounting and Financial Disclosure                         27
Legal Proceedings                                                  27
Interest of Named Experts and Counsel                              27
Disclosure of Commission Position on Indemnification
    for Securities Act Liabilities                                 28




                              AVAILABLE INFORMATION

     We are currently subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). We file periodic reports,
proxy materials and other information with the Securities and Exchange
Commission (the "Commission"). In addition, we will furnish stockholders with
annual reports containing audited financial statements certified by our
independent accountants and interim reports containing unaudited financial
information as it may be necessary or desirable. We will provide without charge
to each person who receives a copy of this prospectus, upon written or oral
request, a copy of any information that is incorporated by reference in this
prospectus (not including exhibits to the information that is incorporated by
reference unless the exhibits are themselves specifically incorporated by
reference). Such request should be directed to: Edward Alexander, Chief
Executive Officer, PROTON LABORATORIES, INC., 1135 Atlantic Avenue, Suite 101,
Alameda, CA 94501, voice: (510) 865-6412, fax: (510) 865-9385. Our Web site is
www.protonlabs.com.

     We have filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the securities offered by this prospectus. This prospectus does
not contain all of the information set forth in the Registration Statement,
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to us and this offering,
reference is made to the Registration Statement, including the exhibits filed
therewith, that may be inspected without charge at the public reference room
maintained by the Commission at 100 F Street N.E., Washington , D.C. 20549, tel.
1-800-SEC-0330, , or through SEC's e-mail address: publicinfo@sec.gov. Copies of
such material may also be obtained from the Public Reference Section of the
Commission at 100 F Street N.E., Washington , D.C. 20549, at prescribed rates.

     The web site of the Commission is www.sec.gov which contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the Commission. Visitors to the Commission's Web site may
access such information by searching the EDGAR database.

                               PROSPECTUS SUMMARY

     Effective November 28, 2005, we entered into an Investment Agreement, as
amended on December 19, 2005, which is an equity line of credit ("ELOC"), with
Dutchess Private Equities Fund, LP ("Dutchess"). The ELOC terminates 36 months
after the registration statement is effective. The maximum amount of money that
the ELOC may provide to us over the 36 month period of time is $10,000,000.
During this 36 months, commencing at such time as the registration statement is
effective, we may periodically deliver new issue registered shares of our common
stock to Dutchess who then delivers cash to us based on a fluctuating price per
share of our common stock. We are not obligated to request the entire
$10,000,000. The actual aggregate number of shares that we may issue pursuant to
the Investment Agreement is not determinable as it is based on the market price
of our common stock from time to time and how much funding we desire from time
to time. We have reserved 50 million shares for the ELOC which we are
registering in the registration statement pursuant to the Investment Agreement's
Registration Rights Agreement. The 50 million shares of stock represents the
number of shares at a price of $0.20 per share needed to fund the entire $10
million of the ELOC.

     We can commence drawing down on the ELOC at such time as the registration
statement is effective. Since only the Commission can order a registration
statement effective, we do not know when or if the registration statement will
become effective. For an equal amount of dollars of funding from time to time
pursuant to the ELOC, the number of shares we would issue to Dutchess would be
greater during times of our stock price being low, and conversely so during
times when our stock price is high. Pursuant to the ELOC, we are subject to
penalties if we fail to deliver stock to Dutchess after we request a draw down
from the ELOC.

     Upon the effectiveness of the registration statement, and pursuant to the
ELOC, we may issue and sell to the Investor, and the Investor will purchase from
us, up to that number of shares pf common stock having an aggregate value of
$10,000,000. From time to time, we may, in our sole discretion, deliver a put
notice to the Investor which states the dollar amount which we intend to sell to
the Investor which will be, at our choice, either: (A) 200% of the average daily
volume (U.S. market only) of our common stock for the 20 trading days prior to
the applicable put notice date, multiplied by the average of the 3 daily closing
bid prices immediately preceding the put date, or, (B) $100,000. The purchase
price for the common stock identified in the put notice will be equal to 95% of
the lowest closing bid price of the common stock during the pricing period. The
pricing period is the period beginning on a put notice date and ending on and
including the date that is 5 trading days after the put notice date. The
Investor is required to purchase from us during the related pricing period that
number of shares having an aggregate purchase price equal to the Put Amount set


                                        3

forth in the Put Notice.

     Pursuant to the ELOC, we are subject to a penalty if we fail to deliver
stock to Dutchess after requesting a draw down from the ELOC. The penalty varies
based on the number of undelivered shares, if any. The penalty is as follows:

NO. OF DAYS LATE        Per $10,000 OF COMMON STOCK

1                       $  100
2                       $  200
3                       $  300
4                       $  400
5                       $  500
6                       $  600
7                       $  700
8                       $  800
9                       $  900
10                      $1,000
Over 10                 $1,000 + $200 for each Business Day late beyond 10 days.

     As we draw down on the equity line of credit, more shares will be sold into
the market by Dutchess. This new supply of shares may cause our stock price to
drop. In turn, as the stock price drops and as we make more draw downs on the
ELOC, even more stock will come into the market which may cause yet a further
drop in stock price. You should be aware that there is an inverse relationship
between our stock price and the number of shares to be issued pursuant to the
ELOC. If our stock price declines, we will be required to issue a greater number
of shares under the ELOC. We are not required to draw down or use the full
amount available of the ELOC.

Examples of share issuances under the equity line of credit if the full $10
million of the ELOC is funded:



                                                         
Purchase Price:      (1)     $0.30        $0.20        $0.15            $0.10
Shares Purchased:    (2)     33,333,333   50,000,000   66,666,666 (3)   100,000,000 (3)


------------------------
(1)  Represents recent market prices or lower than recent market prices that may
     apply to the equity line of credit.

(2)  Represents the number of shares of common stock to be issued at the prices
     set forth in the table to generate $10 million in gross proceeds from the
     equity line of credit.

(3)  Would require that we register additional shares.

     We have engaged the services of US EURO Securities, Inc. to be our
placement agent in connection with the equity line of credit. US EURO
Securities, Inc. is a member of the NASD. Pursuant to the terms of the Placement
Agent Agreement, US EURO will render consulting services to us with respect to
the Investment Agreement and will be available for consultation in connection
with ELOC funding.



THE OFFERING
             
Outstanding
Common Stock    20,939,454 shares outstanding as of September 5, 2006
Before This
Offering

Common Stock    Up to 50,000,000 shares of common stock underlying the equity line credit.
Offered

Outstanding     70,939,454 hares if all offered shares are sold.
Common Stock
After This
Offering

Offering Price  Determined at the time of sale by the Selling Stockholders.

Proceeds        We will not receive proceeds from the sale of our shares by the Selling Stockholders.
                However, we will receive proceeds from our sale of the common stock to the Selling
                Stockholder (also called the "Investor").  The Investor will purchase the common stock from us
                at a purchase price of 95% of the lowest  closing  best  bid  price of the common stock during
                each pricing period.  The pricing period is the period beginning on a put notice date and ending
                on  and  including the date that is 5 trading days after the put notice  date.  The put notice date
                is the date that we request a draw down of the ELOC.

Risk Factors    The securities offered hereby involve a high degree of risk. See "Risk Factors."



                                        4

                                  RISK FACTORS

     You should carefully consider the following risk factors before purchasing
our common stock. The risks and uncertainties described below are not the only
ones we face. There may be additional risks and uncertainties that are not known
to us or that we do not consider to be material at this time. If the events
described in these risks occur, our business, financial condition and results of
operations would likely suffer. This prospectus contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
significantly from the results discussed in the forward-looking statements.

OUR STOCK PRICE IS HIGHLY VOLATILE AND YOU MAY LOSE SOME OR ALL OF YOUR
INVESTMENT.

     The trading prices of our common stock have fluctuated in the past and may
fluctuate in response to a number of events and factors, such as:

     -    quarterly variations in our operating results;

     -    new products, services, innovations, and strategic developments
          by our competitors , or business combinations and investments by our
          competitors;

     -    changes in our capital structure, including issuance of
          additional debt or equity to the public;

     -    certain analyst reports, news and speculation.

OUR PAST LOSSES RAISE DOUBTS ABOUT OUR ABILITY TO OPERATE PROFITABLY OR CONTINUE
AS A GOING CONCERN.

     We have experienced substantial operating losses. For the year ended
December 31, 2005, we had a net loss of $981,674. For the six months ended June
30, 2006, we had a net loss of $270,540. Our stockholders deficit as of December
31, 2005 was $758,547. Our stockholders deficit at June 30, 2006 was $549,276.
We expect to incur significant operating losses until product sales increase. We
will also need to raise sufficient funds to finance our activities. We may not
be able to achieve or sustain profitability. 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. These
factors raise substantial doubt about our ability to continue as a going
concern.

WE MUST RAISE CAPITAL TO BE SUCCESSFUL

     We will require additional funds to conduct our operations. We may not be
able to raise funds. To raise additional capital, we may sell additional equity
securities, or accept debt financing or obtaining financing through a bank or
other entity. There is no limit as to the amount of debt we may incur.
Additional financing may not be available to us or may not be available on terms
additional stock, there may be a significant dilution in the value of our
outstanding common stock.

LACK OF INDUSTRIAL AND CONSUMER ACCEPTANCE OF FUNCTIONAL WATER WOULD IMPAIR OUR
BUSINESS.

     We sell equipment that makes functional water. The current market for
industrial and consumer functional water equipment is small in the USA. We must
increase market acceptance of functional water in order to be successful. We do
not know if the products we sell will receive market acceptance at a level that
would allow us to operate profitably.

IF WE DO NOT KEEP PACE WITH OUR COMPETITORS AND WITH TECHNOLOGICAL AND MARKET
CHANGES, OUR PRODUCTS MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.

     The market for our products is competitive and could be subject to rapid
technological changes. We believe that there are potentially many competitive
approaches being pursued, including some by private companies for which
information is difficult to obtain. Many of our competitors have significantly
greater resources, more product candidates and have developed product candidates
and processes that directly compete with our products. Our competitors may have
developed, or could in the future develop, new technologies that compete with
our products or even render our products obsolete. To the extent that others
develop new technologies that address the applications for functional water, our
business will suffer.

THE SHARES AVAILABLE FOR SALE BY THE SELLING STOCKHOLDERS COULD SIGNIFICANTLY
REDUCE THE MARKET PRICE OF OUR COMMON STOCK.

     A total of 50,000,000 shares of our common stock are registered for


                                        5

Resale in this prospectus. The market price of our common stock could drop if a
substantial amount of these shares are sold in the public market. A drop in the
market price will reduce the value of your investment.

SELLING STOCKHOLDERS MAY SELL SECURITIES AT ANY PRICE OR TIME WHICH COULD REDUCE
THE MARKET PRICE OF OUR COMMON STOCK.

     After effectiveness of this prospectus, the Selling Stockholders may offer
and sell their shares at a price and time determined by them. The timing of
sales and the price at which the shares are sold by the Selling Stockholders
could have an adverse effect upon the public for our common stock.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO
SO IN THE FUTURE, A PURCHASER OF OUR STOCK WILL ONLY REALIZE A GAIN ON HIS
INVESTMENT IF THE MARKET PRICE OF OUR COMMON STOCK INCREASES.

     We have never paid, and do not intend, to pay any cash dividends on our
common stock. Therefore an investor in this offering, in all likelihood, will
only realize a profit on his investment if the market price of our common stock
increases in value.

BECAUSE SHARES OF OUR COMMON STOCK WILL MOST LIKELY CONTINUE TO TRADE UNDER
$5.00 PER SHARE, THE APPLICATION OF THE PENNY STOCK REGULATION COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND MAY AFFECT THE ABILITY OF
HOLDERS OF OUR COMMON STOCK TO SELL THEIR SHARES.

     Our securities may be considered a penny stock. Penny stocks generally are
securities with a price of less than $5.00 per share other than securities
registered on national securities exchanges or quoted on the Nasdaq stock
market, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. Our
securities may be subject to penny stock rules that impose additional sales
practice requirements on broker-dealers who sell penny stock securities to
persons other than established customers and accredited investors. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of penny stock securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the penny stock rules require the delivery, prior to the transaction, of
a disclosure schedule prescribed by the Commission relating to the penny stock
market. The broker-dealer also must disclose the sales commissions payable to
both the broker-dealer and the registered representative and current quotations
for the securities. Monthly statements must be sent by the broker-dealer
disclosing recent price information on the limited market in penny stocks. The
penny stock rules may restrict the ability of broker-dealers to sell our
securities and may have the effect of reducing the level of trading activity of
our common stock in the public market, if any.

EDWARD ALEXANDER OWNS 40.0% OF OUR COMMON STOCK AND HE CONTROLS US.

     Edward Alexander is our CEO. Mr. Alexander has the ability to control
substantially all matters submitted to our stockholders for approval, including
the election and removal of directors and any merger, consolidation, takeover or
other business combination involving us, and to control our management and
affairs. This may discourage a potential acquirer from making a tender offer
or otherwise attempting to obtain control in an acquisition or takeover.

OUR OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AND HAVE INDEMNITY RIGHTS.

     The State of Washington law, our Article of Incorporation and our By-Laws
provide that we may indemnify our officers and directors against losses or
liabilities which arise in their corporate capacity. The effect of these
provisions could be to dissuade lawsuits against our officers and directors. The
cost of indemnification could be high.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

EQUITY LINE OF CREDIT

     Effective November 28, 2005, we entered into an Investment Agreement, which
is an equity line of credit ("ELOC"), with Dutchess Private Equities Fund, LP
("Dutchess").  At such time as when, if and as we draw down on the ELOC,
Dutchess will sell shares of our common stock into the market.  Such selling
could cause our stock price to go down.

                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements contained in this prospectus, including, without


                                        6

limitation, statements containing the words "believes," "anticipates,"
"expects," and other words of similar import, are "forward-looking statements."
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 forward-looking statements. Given these uncertainties,
readers are cautioned not to place undue reliance on forward-looking statements.
In addition to the forward-looking statements contained in this prospectus, the
following forward-looking factors could cause our future results to differ
materially from our forward-looking statements: market acceptance of our
products and our functional water technology, competition, funding and
government compliance.

     We will not receive proceeds from the sale of our shares by the Selling
Stockholders.

     We will pay for the cost of registering the shares of common stock in this
offering. We will not receive any proceeds from the sale of the common stock by
the Selling Stockholders.


                                USE OF PROCEEDS

     We will not receive proceeds from the sale of our shares by the Selling
Stockholders. However, we will receive proceeds from our sale of the common
stock to the Selling Stockholder (also called the "Investor"). The Investor will
purchase the common stock from us at a purchase price of 95% of the lowest
closing best bid price of the common stock during each pricing period. The
pricing period is the period beginning on a put notice date and ending on and
including the date that is 5 trading days after the put notice date. The put
notice date is the date that we request a draw down of the ELOC.  We may receive
up to the gross amount of $10,000,000 if we draw down on the entire ELOC.
However, we are not required to use the entire ELOC.

     We will pay for the cost of registering the shares of common stock in this
offering.



Example of Funds Raised Using the ELOC:
---------------------------------------
                                                          

Number of Shares Sold:       5,000,000    12,500,000    25,000,000    50,000,000

Funds provided by the ELOC:  $1,000,000   $ 2,500,000   $ 5,000,000   $10,000,000

Use of Funds:                General corporate purposes and working capital


                                    Dilution

     Our net tangible book value, based on our unaudited financial statements
for the fiscal quarter ended September 30, 2005, was $(599,504) or, $(0.042) per
share of common stock (unaudited).

     Net tangible book value per share is determined by dividing our tangible
book value (total tangible assets less total liabilities) by the number of
outstanding shares of our common stock which was 20,939,454 shares outstanding
as of September 5, 2006.

     Since this offering is being made solely by the selling securities holders
and none of the proceeds will be paid to us, our net tangible book value will be
unaffected by this offering. Our net tangible book value, however, will be
impacted by the common stock that we will sell to Dutchess under the Investment
Agreement. The amount of dilution resulting from share issuances to Dutchess
will be determined by our stock price at or near the time of the put of shares
to Dutchess by us.

     The following example shows the dilution to new investors assuming the
issuance of 100%, 50%, 25% and 10% of the 50,000,000 shares of common stock to
Dutchess at an assumed offering price of $0.20 per share that has been
adjusted for the 5% discount at which we will issue shares under our agreement
with Dutchess and a 15% downward fluctuation in share price.
The Dutchess discount is defined as 95% of the lowest closing bid
price of our common stock during the pricing period.

     Based on an assumed pro forma net tangible book value of $ (0.042), the pro
forma effects of dilution from the Dutchess Offering would be as follows:


                                        7



                                                        
Assumed percentage of
Shares issued:                    100%           50%           25%          10%

Number of shares issued:   50,000,000    25,000,000    12,500,000    5,000,000

Assumed public offering
price:                    $      0.20   $      0.20   $      0.20   $     0.20

Net tangible book value
Per share before this
Offering:                 $    (0.042)  $    (0.042)  $    (0.042)  $   (0.042)

Net tangible book value
after this offering       $ 9,449,023   $ 4,449,003   $ 2,444,903   $  449,003

Net tangible book value
per share after this
Offering:                 $     0.147   $     0.112   $     0.071   $    0.021

Dilution of net tangible
Book value per share
To new investors:         $     0.053   $     0.088   $     0.129   $    0.179

Increase in net tangible
Book value per share
To existing shareholders  $     0.188   $     0.154   $     0.113   $    0.063



                                        8

                            DESCRIPTION OF BUSINESS

INTRODUCTION

     Our executive offices are located at: Proton Laboratories, Inc., 1135
Atlantic Avenue, Suite 101, Alameda, CA 94501, tel. (510) 865-6412, fax: (510)
865-9385. Our Web site is www.protonlabs.com.

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

     Our stock is traded on the OTCBB. Our trading symbol is "PLBI."

     Our functional currency is the U.S. dollar.

Recent Events

     In 2006, we raised approximately $900,000 from investors.  We are using
these funds for the following purposes:


A.   Design, assembly and sales of a proprietary residential counter-top unit
     ------------------------------------------------------------------------
     which produces an enhanced drinking water through electrolysis. Our device
     --------------------------------------------------------------
     will have a filtration system coupled to an electrolysis process which
     effectively filters the tap water while restructuring the properties of
     water to make it: (i) have greater mineral effectiveness; (ii) be tastier
     than tap water; and, (iii) be more hydrating than tap water. We anticipate
     that this product line will be ready for marketing in 2007.

B.   Design, assembly, validation and sales of a proprietary anti-microbial
     ----------------------------------------------------------------------
     spray. We have identified a form of electrolyzed water that may be an
     ---------------------------------------------------------------------
     effective anti-microbial agent. One of our proprietary aspects of this
     -------------------------------
     product may be the stabilization of the electrolyzed water thereby allowing
     for an extended shelf life compared to other forms of electrolyzed water.
     This product is being readied for testing by a third party testing lab to
     establish the efficacies of its anti-microbial effect on MRSA, HBV, HIV and
     Avian Flu. The objective of our anti-microbial spray is to be able to
     control and eliminate these four microbial strains on a hard surface or on
     a topical surface. We anticipate introducing this product to ambulance
     services as a non-chemical based, user friendly product for which these
     microbes do not have an immunity. We anticipate that this product line will
     be ready for marketing in 2007.

C.   Design and assembly of 3 proprietary commercial-grade electrolysis systems
     --------------------------------------------------------------------------
     based on a standard platform. There are many industrial uses for water
     ----------------------------
     electrolysis systems. Our 3 system designs based on a standard platform
     which minimizes the need for different components for different
     applications. The standard platform will provide ease of assembly, ease of
     use, durability and cost effectiveness. We anticipate that this product
     line will be ready for marketing in 2007.

D.   The use of the wine enhancement through the use of our equipment being
     integrated into an existing wine production line to achieve:

     1.   A jumpstart to the wine aging process.

     2.   The control of the wine aging process.

     3.   The termination of the wine aging process.

     4.   The ability to circumvent the use of a particular wine process
          ingredient.

     5.   The ability to bring a specific component of wine to the
          forefront of taste.

     6.   The ability to tone down a specific component of wine so as to
          reduce its taste.

     7.   The ability to control the classification (rating) of a wine
          product based on a desired combination of several features of the
          wine.


                                        9

OUR BUSINESS--THE BACKGROUND OF FUNCTIONAL WATER

     Our business is the marketing of residential and commercial "functional
water systems." "Functional water" is water that has been processed through an
electrolytic ion separation process or electrolysis process and has a wide array
of functional properties due to its unique characteristics. Our functional water
systems restructure tap water into one type of water that is alkaline in
concentration and one type of water that is acidic in concentration. We believe
that the functional water systems that we market will have applications in a
large variety of industries, such as corporate agriculture, organic agriculture,
food processing, medicine and dentistry, dermatology, heavy industry, mining,
environmental clean-up, product formulations and beverages.

     We are an exclusive importer and master distributor of functional water
systems that are manufactured by Matsushita Electric Corporation of America. We
utilize functional water intellectual property under licensing agreements. We
supply consumer products related to functional water. We consult on projects
utilizing functional water. We facilitate knowledge about functional water
between the manufacturer and industry, and we act as educators about the
benefits of functional water. We are a provider of systems that produce
functional water, also called "electrolyzed water" or "functional electrolyzed
water." Functional water is water that has been restructured through the process
of electrolysis. Electrolysis forces a separation to occur in the electrolytes
that are present in the water molecules. Through the process of creating
functional water, regular tap water can be restructured into two separate types
of water. For instance, tap water can be restructured into one type of water
that is alkaline in concentration and one type of water that is acidic in
concentration.

     We believe that water with these unique functional properties is desirable
for a number of reasons. Water with smaller clusters of molecules has a lower
surface tension. With a lower surface tension, water may have improved
hydrating, permeating and solubility properties. These properties may enhance
the overall functional effectiveness of water. The separation of the alkaline
and acidic properties found in water provides the water with functional
abilities. For example, functional acidic water has disinfecting abilities to
meet a wide array of disinfecting requirements in food processing procedures.
Functional alkaline water makes an excellent drinking water due to improved
hydration.

OUR BUSINESS--SYSTEMS AND MARKETS

     We market functional water systems to the residential and commercial
markets. For the residential market, we market functional water systems that are
used to produce a health-beneficial, alkaline-concentrated drinking water. For
the commercial market, we market commercial-grade functional water systems that
are used in applications ranging from food preparation to hospital disinfection.
Our goal is to take our functional water technology and market it throughout
North America.

     Our business model envisions us as: a supplier of technology for functional
water applications; a supplier of hardware for functional water systems; a
provider of intellectual property for functional water systems under licensing
agreements; a supplier of consumer functional water products; consultants to
industries requiring functional water; facilitators between Japanese functional
water manufacturers and industrial users in the U.S.A.; and educators of
academia, government and industry on the benefits of functional water.

     We have done preliminary field testing in the wine industry with respect to
the control of mildew on wine grapes in vineyards. Mildew on wine grapes is a
serious grapevine fungal disease. The tendency for mildew to grow on wine grapes
occurs, for example, in areas of Napa Valley where foggy conditions prevail. If
mildew is found on the wine grapes, then spraying with dusty sulfur is done.
Spraying with dusty sulfur will generally eliminate and control the mildew on
grapes. If this fungus is ignored, the wine grapes may spoil. However, the
long-term effects of sulfur exposure is unknown. The use of low pH functional
water may remove mildew.

     We have done preliminary field testing in the potato growing industry with
respect to potato maintenance during storage. Our preliminary review of this use
of functional water indicates better potato maintenance during storage. We plan
to continue this preliminary test using an automated functional water sprayer.

     We have done preliminary testing in the mining and refining industry with
respect to the effect of the use of functional water on heap leaching and
refining of precious metals.

     We obtained, through a sublicense from Edward Alexander at no cost to us,
the North American rights to manufacture and distribute an electrolyzed
water-based antioxidant dietary supplement developed by MIZ Corporation, a
Japanese company specializing in advanced uses of electrolyzed water. We plan to
sell this product to the fitness, sports and wellness markets.


                                       10

     We have been developing a proprietary process allowing for electrolysis to
be applied to wine. The primary objective for this application is to allow for a
wine maker to have direct control over the aging process of wine such that it
allows a wine maker to shorten, complement or, if desired, bypass the wine aging
process. The test results that were achieved showed promise in creating the
"optimal" wine through a controlled process which provides a smooth texture to
the wine along with an enhancement to the various active properties of the wine.

     We plan to file an FDA application for our hand disinfectant system and our
surface disinfectant system.

     In February 2005, MIZ Company, a Japanese company that owns four U.S.
patents whose subject matter is the electrolysis of water, assigned a 50%
ownership interest in those four patents to Mr. Alexander in consideration of
consulting services provided to MIZ Company by Mr. Alexander. Mr. Alexander has
agreed to allow us to exploit the four patents on a royalty-free basis. Since
MIZ Company and Mr. Alexander each has an ownership interest in the four
patents, either Mr. Alexander or the Japanese company could grant licenses to
others to use the four patents, and the Japanese company could exploit the four
patents by itself.

     We have engaged Innovative Design and Technology to assist us in the design
and engineering of three sizes of industrial electrolysis systems based on a
single platform.  The advantage of designing these three systems utilizing a
single platform is the cost efficiencies in assembly and maintenance, and the
capacity to provide the industrial market with electrolysis systems that will be
suitable for a wide range of industrial applications.  We expect one each of
these three systems to be ready for industrial sales in December 2006.

     We are currently preparing an anti-microbial spray for testing at an
independent testing laboratory.   The testing will determine the effectiveness
of the anti-microbial spray in the elimination of germs.  We believe that ninety
days after the testing is completed, we will be in a position to manufacture the
anti-microbial spray product.

     We are identifying suppliers who can provide components and tools for the
manufacture of our proprietary residential water-enhancing small appliance.  The
residential system utilizes an advanced form of electrolysis to enhance the
beneficial properties of electrolytes found in tap water.  This small appliance
will allow for the consumer to create an enhanced drink, similar to bottled
water, using our contemporary, kitchen counter-top, small appliance.  We expect
these consumer appliances to be ready for retail sales in January 2007.

OUR BUSINESS--SCIENCE

     "Functional water" is a term that has been assigned to a new category of
water. Functional water has a wide array of functional properties due to its
unique characteristics. We believe the uses for this type of water are far
reaching, since we are identifying new applications and uses for functional
water on an ongoing basis. Functional water systems are capable of producing the
following types of functional water:

     Ionic-Structured Water. Ionic-structured water is electrolyzed drinking
water that is alkaline-concentrated and utilizes smaller molecular clusters than
regular water for improved hydration and solubility. Ionic structured water is
smooth to the palate.

     Electro-Structured Water. Electro-structured water is water that is
anti-microbial in nature and may be effective against virus, bacteria, fungus,
mildew and spores. This water may have a wide array of disinfectant uses.

     Derma-Structured Water. Derma-structured water is electrolyzed low pH water
that has astringent and disinfecting properties and may have a wide array of
cosmetic, dermatological and post-plastic surgery applications that may minimize
infections and scarring and expedite healing.

FUNCTIONAL WATER RESEARCH IN ACADEMIA

     The process to produce functional water was developed by Scottish inventor
Michael Faraday in Boston, Massachusetts in 1834. In 1929, the value of
electrolytic water separation to produce water with functional properties was
realized in Japan. Japanese researchers have since taken this process, created a
wide array of functional waters and have introduced this technology to food
processing, hospital disinfection, wound care, agriculture, organic agriculture
and food safety in Japan. During recent years, functional water applications
have been studied by universities in the U.S.A. and Canada. For example, in a
University of Georgia study published in the Journal of Food Protection in 1999
entitled "Inactivation of Escherichia coli O157:H7 and Listeria monocytogenes on
Plastic Kitchen Cutting Boards by Electrolyzed Oxidizing Water," the immersion
of plastic kitchen cutting boards in electrolyzed oxidizing water was found to
be an effective method for inactivating food-borne pathogens such as E. coli.
Other studies at the University of Georgia have looked at the efficacy of
electrolyzed oxidizing water for inactivating E. coli, Salmonella and Listeria


                                       11

and have determined that such water may be a useful disinfectant. A University
of Georgia study entitled "Antimicrobial effect of electrolyzed water for
inactivating Campylobacter jejuni during poultry washing" demonstrated that
electrolyzed water is not only effective in reducing the populations of C.
jejuni on chicken, but also may be effective in the prevention of
cross-contamination of processing environments.

OUR BUSINESS--FUNCTIONAL WATER SYSTEMS

     Residential Systems. The residential countertop, functional water systems
produce water that scientists believe contains more wellness and
health-beneficial properties than regular tap water (see, "Electrolyzed-Reduced
Water Scavenges Active Oxygen Species and Protects DNA from Oxidative Damage,"
Biochemical and Biophysical Research Communications, Vol. 234, No. 1, pp.
269-274 (1997); and, Hanaoka, K., "Antioxidant Effects Of Reduced Water Produced
By Electrolysis Of Sodium Chloride Solutions," 31 Journal of Applied
Electrochemistry 1307-1313 (2001)). Generally, the residential countertop system
sits next to the kitchen faucet, and through the use of a diverter, allows tap
water to be routed through the system. The water is then processed through a
charcoal filter where chlorine and sediments are removed. The filtered water
then proceeds to the electrolysis chamber that is made up of electrodes and
membranes. A positive and negative electrical charge is passed through the
electrodes. The minerals that are found in the filtered water are attracted to
opposite electrodes. For example, the alkaline minerals (minerals with
positive(+) properties that include calcium, magnesium, sodium, manganese, iron
and potassium) are attracted to the negatively charged (-) electrode. The acidic
minerals (minerals with negative (-) properties include nitric acid, sulfuric
acid and chlorine) are attracted to the positively-charged (+) electrode.
Through this mineral separation process, two separate types of water are formed,
which are water with alkaline-concentrated minerals, and water with
acidic-concentrated minerals. Each type of water is held in a separate chamber
in the residential countertop system. The alkaline-concentrated water may be
consumed for drinking and cooking purposes, while the acidic-concentrated water
may be used in a topical, astringent medium.

     Commercial Systems. We are in preparation to market commercial functional
water systems to the food processing, medical and agricultural industries. The
system for the food processing industry includes: (1) a hand disinfectant system
for proper hand washing, and (2) an anti-microbial water production system for
general sterilization and disinfectant needs. We also intend to market similar
systems to the medical industry. For the agricultural industry, we intend to
sell functional water systems to organic food growers who desire to use
functional water to replace the use of pesticides, fungicides, herbicides and
chemical fertilizers. Our commercial functional water systems produce
approximately one gallon per minute of electrolyzed alkaline and acidic waters.
For the food processing industry, the alkaline water may be used as an effective
medium for removing pesticides from agricultural products, while the acidic
water may be used as anti-microbial water. For the hospital industry, the
alkaline water may be used as an effective medium in removing protein buildup
from surfaces, while the acidic water may be used as anti-microbial water. For
the organic agricultural industry, the alkaline water may be used for plant
growth and as a solid nutrient, while the acidic water may be used as a
substitute for fungicides, pesticides, herbicides and sporicides.

OUR BUSINESS--MARKETING STRATEGY

     Our objectives are:

     -    To create a revenue stream through our marketing of residential
          systems. These sales may be made through independent distributors,
          network marketing, infomercials, mail order, retail sales and direct
          sales generated through word-of-mouth referrals.

     -    To create a revenue stream through the sale of disinfectant systems to
          the food processing industry.

     -    To create a revenue stream through licensing agreements based upon a
          wide array of applications for functional water that will be targeted
          to specific industries. For example, electrolyzed water may be used in
          the beverage industry to extract flavors from their natural sources,
          such as extracting tea from tea leaves for use in bottled iced tea.
          Electrolyzed water may also be used in the formulation of
          nutraceutical-type dietary supplement products in the health-food and
          dietary supplement industries. Electrolyzed water may also be used for
          wine grape mildew treatment, wine aging control and potato maintenance
          treatment.

     To continue the development of functional water applications for industries
that are currently dependent upon chemicals as a processing medium. In addition
to the food processing, medical and agricultural markets, we intend to develop
market-driven applications for functional water, provide the science to these
applications, publish the developments in scientific and industrial circulars
and perform consulting functions to industries that can benefit from functional


                                       12

water. We intend to hire engineers from Japan to design, engineer and assemble
prototypes of functional water systems that are built for specific industrial
needs. We believe that by performing these functions ourselves, we will have all
of the necessary tools to become a leading provider of functional water
technology.

OUR BUSINESS--GOVERNMENT REGULATIONS

     Our functional water systems are, or may be, subject to regulation by a
variety of federal, state and local agencies, including the Consumer Product
Safety Commission (CPSC") and the Food and Drug Administration ("FDA").

     Our hand disinfectant functional water system may be subject to pre-market
approval by the FDA under Title 21 of the Code of Federal Regulations. We would
expect such an approval process to take approximately 90 days after filing with
the FDA, although there is no assurance that we will be able to obtain
pre-market approval from the FDA. We have not made any applications to the FDA
yet. We have engaged the consulting services of Environ Health Associates Inc.
to assist us with our FDA application for the hand disinfectant. We anticipate
filing the FDA application in the near future. Environ Health Associates Inc. is
familiar with a modern food safety procedure known as Hazard Analysis and
Critical Control Point ("HACCP"). HACCP is a food safety procedure that focuses
on identifying and preventing hazards that could cause food-borne illnesses. We
believe that complying with the HACCP procedure may assist us in getting FDA
approval, since the FDA generally encourages retailers to apply HACCP-based food
safety principles, along with other recommended practices.

     At such time as we may obtain FDA approval for the hand disinfectant, we
then would request that the system be tested by Underwriter's Laboratories and
the National Sanitation Foundation.

OUR BUSINESS--MARKETING AND DISTRIBUTION

     We intend to develop systems for the following markets:

     -    Hand disinfection for the food processing, fast food, medical, dental,
          personal care and general health care industries.

     -    Residential, countertop drinking water electrolysis systems.

     -    Commercial functional water systems, such as metal mining and
          refining, wine grape mildew treatment, wine aging control, potato
          maintenance treatment, and the formulation of dietary supplement
          products.

     Hand Disinfection. After we obtain FDA approvals for the hand disinfection
system, we plan to introduce the device and what we believe to be its
operational simplicity, user-friendliness, high efficacy and affordability,
through industrial circulars where hand disinfection is of a primary concern. We
also intend to arrange with a leasing company to lease the hand disinfectant
system to the fast food industry. A large part of our marketing efforts will be
directed to educating our target markets about functional water. We plan to
write and publish articles through industrial media, disinfection forums, trade
shows and documentary-type films that may be aired through mass media
introducing a new and novel method for hand disinfection. We intend to handle
all inquiries through a toll-free number.

     We plan to hire a public relations company that provides the news media
with documentary videos for the purpose of educating the public on the
technology, processes and applications that we market. The videos will cover the
following subjects:

     -    The use of functional electrolyzed water for food safety.

     -    The use of functional electrolyzed water for effective disinfection in
          hospitals and clinical settings.

     -    The use of functional electrolyzed water for agriculture and organic
          agriculture.

     -    The use of functional electrolyzed water as a wellness medium.

     Residential Countertop Units. The first step towards the marketing and
distribution of residential countertop units is to develop a national product
distribution program through network marketing, mail order catalogs sales,
infomercials, independent distributor channels and word of mouth sales. Since we
understand that the demographics in these sales channels is predominately
composed of females in the age groups of 35-60, we intend to concentrate on this
market segment. The second step in the marketing and distribution of residential
countertop units is to introduce a simplified, lower price-point system that
will be introduced through retail outlets under a series of private labels.

     Commercial Functional Water Systems. In addition to marketing the


                                       13

residential countertop systems, we plan to develop marketing plans for
commercial systems. We may enter into agreements with companies to act as
distributors of our functional water systems. We may also grant exclusive rights
to companies to use our systems in specific industries for specific applications
in exchange for royalties.

     We presently have 12 product distributors.

OUR BUSINESS--COMPETITION

     Our competitors include several entry-level importers of systems from Japan
and Korea. We believe that we have several distinctive advantages over
entry-level distributors:

     We and our consultants, who are scientists, business people and advisers,
are individuals who have helped pioneer the understanding, documentation,
representation and structuring of the technology and its relevance to the U.S.A.
during the past nine-year period through various companies and organizations.
These consultants are the leaders in the U.S.A. in the knowledge and
representation of functional water.

     We have been able to create a strong platform of specialists to advance
functional water technology in the U.S.A., which would be difficult for others
to replicate due to our high level of focused commitment and dedication.

     We have close working relationships with our Japanese counterparts which
have been developed and nurtured over the past ten-year period. These members
are highly respected within the Japanese electrolysis community and attend
annual conferences as invited speakers.

     We have excellent working relationships with the Japanese manufacturers and
we are often relied upon to provide international perspectives to be used in the
refinement of their scientific, design and engineering thought processes to
create products that will be accepted on a global basis.

     With our knowledge, experience and foresight into the electrolyzed water
industry, we are well-positioned to branch out on our own without reliance on
Japanese manufacturing, if necessary.

     We have strategically positioned ourselves as the "go to" organization for
technology, hardware and informational support for the public.

     Although the majority of competitors are small resellers, the one
significant competitor that we have is named Hoshizaki U.S.A., which is an
established U.S.A.-based Japanese company that has a substantial market presence
in refrigeration and icemakers. We expect that we may face additional
competition from new market entrants and current competitors as they expand
their business models, but we do not believe that any real strong competitors
are imminent for the foreseeable 3 to 4 year period, other than Hoshizaki U.S.A.

     To be competitive, we must assemble a strategic marketing and sales
infrastructure. Our success will be dependent on our ability to become a
formidable marketing and sales entity based upon the technology we have and our
ability to aggressively introduce this technology and its far-reaching benefits
through documentary videos and other methods of public relations.

EMPLOYEES

     We currently have 3 full-time employees all of whom are in management
positions. None of our employees is subject to a collective bargaining
agreement. We believe that our employee relations are good.

OTHER DEVELOPMENTS

     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.

     Effective November 28, 2005, we entered into an Investment Agreement, which
is an equity line of credit ("ELOC"), with Dutchess Private Equities Fund, LP
("Dutchess"). The maximum amount of money that the ELOC may provide to us over a
36 month period ending January 2009, is $10,000,000. We may periodically deliver
new issue registered shares of our common stock to Dutchess who then delivers
cash to us based on a fluctuating price per share of our common stock. We are
not obligated to request the entire $10,000,000. Since draw downs on the equity
line of credit can occur at a maximum rate of one draw down per week for
$100,000 (or other amount using an alternative calculation [which may be higher
or lower than $100,000], each week that we do not make a draw down raises the
possibility that over the life of the ELOC, we may not receive the entire $10
million. The actual aggregate number of shares that we may issue pursuant to the
Investment Agreement is not determinable as it is based on the market price of
our common stock from time to time and how much funding we desire from time to
time. We have previously registered and reserved 50 million shares for this


                                       14

transaction. We have not made any draw downs on the equity line of credit as of
September 13, 2006. We can commence drawing down against the ELOC at our
discretion.

                            DESCRIPTION OF PROPERTY

     We lease approximately 4,000 square feet of office and storage space
located at 1135 Atlantic Avenue, Suite 101, Alameda, CA 94501, for a lease
payment of approximately $6,000 per month. Under this lease, we are required to
pay a percentage of the property taxes, insurance and maintenance. The lease
expires in June 2007.  We believe this space is adequate for our current needs,
and that additional space is available to us at a reasonable cost, if needed.

                              FINANCIAL INFORMATION

     Our financial statements begin on page F-1.


                      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, and our unaudited financial statements for the quarter ended June 30,
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 have incurred net losses of $981,674 in 2005 and $965,840 in 2004. We
had a working capital deficit of $871,723 at December 31, 2005 and $273,400 at
December 31, 2004. Loans from our president were required to fund operations.


                                       15

     We incurred a net losses of $270,540 for the six months ended June 30,
2006. We had a working capital deficit of $678,207 at June 30, 2006, and a
working capital deficit of $871,723 at December 31, 2005. Loans from our
president were required to fund operations.

     We had a stockholders deficit of $549,276 at June 30, 2006.

     Loans from our CEO and our president have been necessary to fund our
operations.

     Stockholder  loans as of June 30, 2006 and December 31, 2005 consist of the
following:



                                                                       JUNE 30,   DECEMBER
                                                                         2006     31, 2005
-------------------------------------------------------------------------------------------
                                                                            
Note payable to President; principal and interest due May 2006;
  interest is accrued at 30% per annum; secured by inventory           $       -  $ 168,500

Note payable to President; principal and interest due June 2006;
  interest is accrued at 7% per annum; unsecured                          20,000          -

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


                                       16

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

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

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

    TOTAL STOCKHOLDER LOANS                                              290,642    484,642

    Less: Current Portion                                                282,000    444,642
-------------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOANS - LONG TERM                                $   8,642  $  40,000
-------------------------------------------------------------------------------------------


     During the six months ended June 30, 2006, two shareholders advanced the
Company $73,852. The Company made payments on these shareholder notes totaling
$267,852 during the six months ended June 30, 2006.

     At June 30, 2006, the Company had accrued interest relating to shareholder
loans of $129,913.

     During the six months ended June 30, 2006, the Company accrued $30,000 as
salaries payable to the company's CEO, resulting in $185,987 of salaries payable
at June 30, 2006.

     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. We are a biotechnology company that
develops new, practical applications for electrolyzed water and the electrolysis
process. Our processes and equipment alters the properties of water through
electrolysis with electrolytic ion separation and through the conversion of
existing properties found in water to achieve functional results. 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
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


                                       17

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.

     We recently hired Hiroshi Tanaka as its VP of Technology. Mr. Tanaka
specializes in the field of industrial and consumer uses of electrolyzed water.
He is not an executive officer.

RESULTS OF OPERATIONS-YEARS ENDED DECEMBER 31, 2005 AND 2004.

     We had revenue of $328,200 for the year ended December 31, 2005 Compared to
revenue of $379,989 for the year ended December 31, 2004. This was a decrease of
13%.

     We had a net loss $981,674 for the year ended December 31, 2005 compared to
a net loss of $965,840 for the year ended December 31, 2005. This increase in
net loss was due primarily to an increase in interest cost.

     Cash used by operating activities was $250,646 for the year ended December
31, 2005 compared to cash used by operating activities of $323,722 for the year
ended December 31, 2004. This decrease in cash used by operating activities was
due primarily to a decrease in cost of stock issued as compensation.


RESULTS OF OPERATIONS-SIX MONTHS ENDED JUNE 30, 2006 AND 2005.

     We had revenue of $84,561 for the six months ended June 30, 2006 compared
to revenue of $157,710 for the for the six months ended June 30, 2005. This was
a revenue decrease of $73,149 attributable to management efforts being directed
at fundraising and product development.

     We incurred a net loss of $270,540 for the six months ended June 30,
2006 and a net loss of $695,251 for the six months ended June 30, 2005.

     Cash used by operating activities was $180,073 for the for the six months
ended June 30, 2006 compared to cash used by operating activities of $157,503
for the six months ended June 30, 2005.

LIQUIDITY

     At June 30, 2006, we had cash on hand of $29,270.  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.

     At June 30, 2006, we owed stockholder loans of $290,642.

     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


                                       18

25,000,000 Yen for engineering design, molding, tooling and preparation costs,
and the exclusive product distribution rights for China, Taiwan, and Japan.
Through June 30, 2006, Mitachi had paid to us an aggregate of6,000,000 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.

     We sometimes issue stock for in-kind payments of compensation to
consultants. Subsequently, in July 2006, we issued an aggregate of 1,851,250
shares of common stock to five consultants as payment in-kind for services
rendered.

     In 2006, we raised approximately $900,000 from investors.

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.


CONTROLS AND PROCEDURES.


     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  principal
executive and financial officer evaluated our disclosure controls and procedures
(as  defined  in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of  1934,  as  amended)  as  of  the end of the period covered by this quarterly
report.  Based on this evaluation, our principal executive officer and principal
financial  officer  concluded  that these disclosure controls and procedures are
effective  and  designed to ensure that the information required to be disclosed
in  our  reports filed or submitted under the Securities Exchange Act of 1934 is
recorded,  processed, summarized and reported within the requisite time periods.

     In  connection  with  its  review  of  the Company's consolidated financial
statements  for  the three and six months ended June 30, 2006, Hansen, Barnett &
Maxwell  ("HB&M"),  the Company's registered public accounting firm, advised the
Audit  Committee  and  management  of  internal  control matters with respect to
certain  financial  reporting  controls  that  they  considered to be a material
weakness, which is described below. A material weakness is a control deficiency,
or  a combination of control deficiencies, that results in there being more than
a  remote  likelihood  that  a  material  misstatement  of the annual or interim
financial  statements  will  not be prevented or detected. The material weakness
identified  at  June  30,  2006  was  as  follows:

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

The  Company  considered  these matters in connection with the quarterly closing
process  and  the  preparation  of  the  June  30,  2006  consolidated financial
statements  and  determined  that  no  prior  period  financial  statements were
materially  affected  by  such  matters. In response to the observations made by
HB&M,  the Company will implement certain enhancements to its internal controls,
accounting staff and procedures, which it believes address the matters raised by
Hansen,  Barnett  &  Maxwell.

     (b)  Changes  in  Internal  Control  Over Financial Reporting. There was no
change  in  our  internal  control over financial reporting (as defined in Rules
13a-15(f)  and  15d-15(f) under the Securities Exchange Act of 1934, as amended)
identified  in  connection with the evaluation of our internal control performed
during  the  quarter  ended  June  30,  2006 that has materially affected, or is
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


                                       19

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
PURCHASES OF EQUITY SECURITIES.

     Our stock is traded on the OTCBB under the trading symbol "PLBI." The
following table sets forth the quarterly high and low bid price per share for
our common stock. These bid and asked price quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and may not represent
actual prices. Our fiscal year ends December 31.



COMMON STOCK PRICE RANGE

YEAR AND QUARTER         HIGH    LOW
-------------------------------------
                          
2004:
First Quarter            $2.45  $0.60
Second Quarter           $2.30  $0.90
Third Quarter            $1.15  $0.30
Fourth Quarter           $2.90  $0.35

2005:
First Quarter            $1.55  $0.38
Second Quarter           $0.48  $0.32
Third Quarter            $0.40  $0.20
Fourth Quarter           $0.34  $0.14

2006:
First Quarter            $0.40  $0.20
Second Quarter           $0.61  $0.29
Third Quarter (through   $1.21  $0.60
September 5, 2006)


     On September 5, 2006, the closing price of our stock was $0.64.

     On September 5, 2006, we had outstanding 20,939,454 shares of common stock.

     On September 5, 2006, we had approximately 140 shareholders of record which
includes shares held directly by shareholders and shares beneficially owned by
shareholders who have deposited their shares into an account at a broker-dealer.
Such deposited shares into a brokerage account are accumulated in a nominee
account in the name of Cede, Inc. Cede, Inc. is the nominee account that most
broker-dealers use to deposit shares held in the name of the broker-dealer.
Cede, Inc. is counted as one record shareholder, even though it could represent
many beneficial shareholders who have deposited their shares into an account at
a broker-dealer.

     Our transfer agent is Holladay Stock Transfer, Inc., 2939 North 67th Place,
Scottsdale, Arizona 85251, tel. (480) 481 3940.

     We have not paid any cash dividends on our common stock and we do not
expect to declare or pay any cash dividends on our common stock in the
foreseeable future. Payment of any cash dividends will depend upon our future
earnings, if any, our financial condition, and other factors as deemed relevant
by the Board of Directors.

     We have outstanding 8,000 shares of Series A Preferred Stock. We have no
outstanding options, warrants, convertible debt. Our Series A Preferred Stock
pays dividends.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     We currently have no shares available for issuance pursuant to any equity
compensation plan.


EXECUTIVE OFFICERS AND DIRECTORS



NAME                    AGE  POSITION
--------------------------------------------------------------------
                       
Edward Alexander         54  Director, Chief Executive Officer,
                             Chief Financial Officer, and Secretary

Michael Fintan Ledwith   63  Director, Member of the Audit Committee

Gary Taylor              56  Director and President



                                       20

     Edward Alexander has been our Chairman, a Director, Chief Executive
Officer, Chief Financial Officer, and Secretary since 2002. He had been the
owner and president of Proton Laboratories, LLC from January, 2001 until its
merger with us. Proton Laboratories, LLC introduced an electrolytic water
separation technology that has many uses in industry, product formulations and
consumer products. From January 1997 to July 1998, Mr. Alexander served as owner
and president of Advanced H2O, LLC. In July 1998, Mr. Alexander formed Advanced
H2O, Inc. to specialize in bottled water production. Mr. Alexander continues to
serve as a consultant to Advanced H2O, Inc. Prior to 1997, Mr. Alexander served
as General Manager for Tomoe Incorporated and held various positions with
various divisions of the U.S. Navy Resale System. In February 2002, the
Securities and Exchange Commission accepted a settlement offer from Mr.
Alexander and imposed a cease and desist order against Mr. Alexander from
committing or causing any violation or future violation of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder. This order was imposed in connection
with a press release that Mr. Alexander was persuaded to release about Proton
Laboratories, LLC by a business associate whom Mr. Alexander trusted at the
time.

     Michael Ledwith has been our Director since 2002. He has been a member of
the Audit Committee since June 2004. He has been semi-retired from daily
business activities since 1998. He was Professor of Systematic Theology at the
Pontifical University of Maynooth in Ireland from 1976 to 1994. He was later
Dean of the Faculty, Head of Department and Editor of "The Irish Theological
Quarterly." He was later appointed as a Consulting Editor of the renowned
international review "Communio" and still serves in that capacity. He was
appointed Vice-President of the University in 1980, re-appointed in 1983, and
was appointed President in 1985. He served as Chairman of the Committee of Heads
of the Irish Universities and was a Member of the Governing Bureau of the
European University Presidents' Federation (CRE). He retired from his
Professorship on September 30, 1996 and has since continued to pursue his
interest in research, writing, and lecturing in the field of actualizing human
potential. Since November 2001 he has been a partner in World of Star Stuff,
which markets whole food
products.

     In June, 2005, Gary Taylor was appointed as a Director and President. We
granted 131,600 shares of common stock to Mr. Taylor in connection with this
appointment. Since 1998, Mr. Taylor has been the CEO of The Moore Company which
provides consulting for product distribution and third party logistical
services.

COMMITTEES OF THE BOARD OF DIRECTORS

     We do not have any nominating, or compensation committees of the Board, or
committees performing similar functions.

     In December 2003, our Board adopted our Audit Committee Charter (the
"Charter") which established our Audit Committee. The Board of Directors has
selected Michael Ledwith, our only independent Director, to be on the Audit
Committee. Mr. Ledwith is not a financial expert. We have determined Mr.
Ledwith's independence using the definition of independence set forth in NASD
Rule 4200-(14). We have not yet been able to recruit an independent director who
is also a financial expert.

     The primary purpose of the Audit Committee is to oversee our financial
reporting process on behalf of the Board of Directors. The Audit Committee will
meet privately with our Chief Accounting Officer and with our independent public
accountants and evaluate the responses by the Chief Accounting Officer both to
the facts presented and to the judgments made by our independent accountants.
The Charter establishes the independence of our Audit Committee and sets forth
the scope of the Audit Committee's duties. The Purpose of the Audit Committee is
to conduct continuing oversight of our financial affairs. The Audit Committee
conducts an ongoing review of our financial reports and other financial
information prior to filing them with the Securities and Exchange Commission, or
otherwise providing them to the public. The Audit Committee also reviews our
systems, methods and procedures of internal controls in the areas of: financial
reporting, audits, treasury operations, corporate finance, managerial, financial
and SEC accounting, compliance with law, and ethical conduct. A majority of the
members of the Audit Committee will be independent directors. The Audit
Committee is objective, and reviews and assesses the work of our independent
accountants and our internal audit department. The Audit Committee will review
and discuss the matters required by SAS 61 and our audited financial statements
with our management and our independent auditors. The Audit Committee will
receive the written disclosures and the letter from our independent accountants
required by Independence Standards Board No. 1, and the Audit Committee will
discuss with the independent accountant the independent accountant's
independence.

MEETINGS OF THE BOARD OF DIRECTORS

     The Board of Directors did not hold meetings during the year ended December


                                       21

31, 2005 but did act by consent on four occasions. There is no family
relationship between or among any of our directors and executive officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our officers, directors and
persons who beneficially own more than 10% of our common stock to file reports
of ownership and changes in ownership with the SEC. These reporting persons also
are required to furnish us with copies of all Section 16(a) forms they file. To
the best of our knowledge, all persons required to file reports under Section
16(a) of the Exchange Act have done so in a timely manner.

CODE OF ETHICS

     We have a Code of Ethics that applies to our principal executive officer
and our principal financial officer. We undertake to provide to any person,
without charge, upon request, a copy of our Code of Ethics. You may request a
copy of our Code of Ethics by mailing your written request to us. Your written
request must contain the phrase "Request for a Copy of the Code of Ethics of
Proton Laboratories, Inc." Our address is: Proton Laboratories, Inc., 1135
Atlantic Avenue, Suite 101, Alameda, CA 94501.

                             EXECUTIVE COMPENSATION

     The following table sets forth certain information as to our highest paid
officers and directors. No other compensation was paid to any such officers or
directors other than the compensation set forth below.



                      Annual Compensation            Long-Term Compensation
                                                             Awards                Pay-Outs
                                                                   Securities
Name and                                                Other        Under-
All                                                   Restricted     lying
Principal                                Annual         Stock       Options      LTIP       Other
Position     Year    Salary   Bonus   Compensation     Award(s)       SARs     Payouts   Compensation
                        $       $           $             $            #          $
                                                                 
Edward     2005 (1)   60,000     -0-            -0-           -0-         -0-       -0-           -0-
Alexander  2004 (2)   62,400     -0-            -0-           -0-         -0-       -0-           -0-
CEO, CFO   2003 (3)   62,400     -0-            -0-           -0-         -0-       -0-           -0-


--------------------------------
(1)  Mr. Alexander's services were valued at $60,000 which was recorded as
     accrued wages.

(2)  Mr. Alexander received $2,400 as cash compensation. We determined that the
     value of his services was $62,400, of which $60,000 was recorded as accrued
     wages.

(3)  Mr. Alexander received $2,400 as cash compensation. We determined that the
     value of his services was $62,400, of which $45,000 was recorded as
     additional paid-in capital and $15,000 was recorded as accrued wages.

OUTSTANDING STOCK OPTIONS

     We have not granted any options to purchase common stock and we do not have
any outstanding options to purchase common stock.

COMPENSATION OF DIRECTORS

     Our directors do not receive cash compensation for their services as
directors or members of committees of the Board of Directors.

EMPLOYEE STOCK OPTION PLANS

     We do not have nay Stock and Stock Option Plan at this time.

NO EMPLOYMENT AGREEMENT

     We do not have any employment agreements with any employees.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     We currently have no shares available for issuance pursuant to any equity
compensation plan.


                                       22

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        AND RELATED STOCKHOLDER MATTERS.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     We currently have no shares available for issuance pursuant to any equity
compensation plan.

The following table sets forth certain information concerning the number of
shares of common stock owned beneficially as of September 5, 2006, by: (i) each
person (including any group) known by us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors and executive
officers, and (iii) and our officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown. As of September 5, 2006, we had 20,939,454 shares
of common stock outstanding.



Name                               Amount of Shares     Class of    Percentage
and Address                       Beneficially Owned   Securities    of Class
-------------------------------------------------------------------------------
                                                           
Edward Alexander
1135 Atlantic Avenue, Suite 101
Alameda, CA 94501                          8,224,000  Common Stock        39.3%

Gary Taylor
333 S.E. 2ND AVE.
PORTLAND OR 97214                            156,400  Common Stock         0.7%

Michael Fintan Ledwith
6610 Churchill Rd. SE
Tenino, WA 98589                                 -0-  Common Stock         -0-%

Executive Officers
As A Group(4 Persons)                      8,380,400  Common Stock          40%


     We are not aware of any arrangements that could result in a change of
control.

                 Certain Relationships and Related Transactions

     We have a policy that our business affairs will be conducted in all
respects by standards applicable to publicly held corporations and that we will
not enter into any future transactions and/or loans between us and our officers,
directors and 5% shareholders unless the terms are: (a) no less favorable than
could be obtained from independent third parties, and (b) will be approved by a
majority of our independent and disinterested directors. In our view, all of the
transactions described below meet this standard.

     In March 2005, we issued a note payable in the amount of $164,000. The
lender is Gary Taylor who is our President. We have paid off this note. The note
was originally due in May 2005 and had 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%. In October 2005, we obtained an additional
$4,500 from the same lender under the same terms. At December 31, 2005, the
outstanding balance of the note was $168,500 and $60,421 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. The lender is Gary Taylor who is
our President. We have paid off this note.

     During the year ended December 31, 2004, Edward Alexander advanced to us
the amount of $262,000 in cash. This advance accrues interest at the rate of 7%
per annum and is due on various dates through September 2006. During the year
ended December 31, 2005, we obtained an additional $54,192 from shareholders
which is due through September 2007.

     At December 31, 2005, the aggregate balance we owe on loans from
shareholders is $484,642. These loans accrue interest at rates between 7% and
30% per annum and are due on various dates through September 2007. At December
31, 2005, the aggregate accrued interest on these loans was $97,575.

     During 2004, we obtained, through a sublicense from Edward Alexander, at no
cost to us, the North American rights to manufacture and distribute an
electrolyzed water-based antioxidant dietary supplement developed by MIZ
Corporation, a Japanese company specializing in advanced uses of electrolyzed
water. We plan to sell this product to the fitness, sports and wellness markets.

     In July 2006, Mr. Hiroshi Tanaka was appointed our Vice President of
Technology. He is not an executive officer. Mr. Tanaka resides in and is a
citizen of Japan. From 1992 through 2004, Mr. Tanaka was the Chief Engineer at
ARV. From 2004 through the present, Mr. Tanaka has been the president of
Solution Technos. From 2005 through the present, Mr. Tanaka has been the


                                       23

president of Innovative Design and Technology, the successor company to Solution
Technos. We granted 100,000 shares of common stock to Mr. Tanaka as
compensation. Innovative Design and Technology is one of our manufacturing
vendors.

     Payments to Innovative Design and Technology.   In 2006 to date, we have
     --------------------------------------------
paid Innovative Design and Technology the sum of $230,000 for product design and
manufacturing services.

     Proposed payments to Mt. Tanaka.  In connection with wine enhancement
     -------------------------------
technology that is the intellectual property and know-how of Mr., Tanaka, we are
presently negotiating to acquire a USA license from Mr., Tanaka.

                            DESCRIPTION OF SECURITIES

CAPITAL STOCK

     The following description of our capital stock is a summary of the material
terms of our capital stock. Our authorized capital stock consists of 120,000,000
shares of which there are 100,000,000 shares of common stock having a par value
of $0.0001 per share and 20,000,000 shares of preferred stock having a par value
of $0.0001 per share. As of September 5, 2006, there were 20,939,454 shares of
common stock outstanding. and 8,000 shares of Series A Preferred Stock
outstanding. The outstanding shares of common stock are validly issued, fully
paid and non-assessable.

     Of our 20,939,454 outstanding of common stock outstanding, 5,571,600 shares
are free trading shares.

     Our Articles of Incorporation do not permit cumulative voting for the
election of directors, nor do stockholders have any preemptive rights,
subscription or conversion rights to purchase shares in any future issuance of
our common stock.

     The holders of common stock have the sole right to vote, except as
otherwise provided by law or by the Articles, including provisions governing any
preferred stock. Election of directors and other general stockholder action
requires the affirmative vote of a majority of shares represented at a meeting
in which a quorum is represented. The holders of more than 50% of such
outstanding shares common stock, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in such event, the
holders of the remaining shares will not be able to elect any other directors.

     Subject to the rights, if any, of any outstanding shares of preferred
stock, if any, the holders of shares of common stock are entitled to dividends,
out of funds legally available therefore, when, if and as declared by the Board
of Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. Each outstanding share of common
stock entitles the holder thereof to one vote per share on all matters required
by law to be submitted to a vote of stockholders.

     In the event of liquidation, dissolution or winding up of our affairs,
holders of common stock are entitled to receive, ratably, our net assets of
available after payment of all creditors and any preferential liquidation
rights, if any, of any preferred stock, if any, then outstanding.

     All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of our common stock are issued, the relative interests of
existing stockholders may be diluted.

THE PENNY STOCK RULES

     Our securities may be considered a penny stock. Penny stocks are securities
with a price of less than $5.00 per share other than securities registered on
national securities exchanges or quoted on the Nasdaq stock market, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. Our securities may be subject
to "penny stock rules" that impose additional sales practice requirements on
broker-dealers who sell penny stock securities to persons other than established
customers and accredited investors. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
penny stock securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the "penny stock rules" require the
delivery, prior to the transaction, of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Monthly statements
must be sent disclosing recent price information on the limited market in
penny stocks. The "penny stock rules" may restrict the ability of broker-dealers


                                       24

to sell our securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary market. The penny stock
restrictions will not apply to our securities when our market price is $5.00
or greater. The price of our securities may not reach or maintain a $5.00 price
level.

CAPITAL STOCK

     The following description of our capital stock is a summary of the material
terms of our capital stock. Our authorized capital stock consists of 120,000,000
shares of which there are 100,000,000 shares of common stock having a par value
of $0.0001 per share and 20,000,000 shares of preferred stock having a par value
of $0.0001 per share. As of September 5, 2006, there were 20,939,454 shares of
common stock outstanding, and 8,000 shares of Series A Preferred Stock
outstanding. The outstanding shares of common stock are validly issued, fully
paid and non-assessable.

     Of our 20,939,454 outstanding of common stock outstanding, 5,571,600 shares
are free trading shares.

     Our Articles of Incorporation do not permit cumulative voting for the
election of directors, nor do stockholders have any preemptive rights,
subscription or conversion rights to purchase shares in any future issuance of
our common stock.

     The holders of common stock have the sole right to vote, except as
otherwise provided by law or by the Articles, including provisions governing any
preferred stock. Election of directors and other general stockholder action
requires the affirmative vote of a majority of shares represented at a meeting
in which a quorum is represented. The holders of more than 50% of such
outstanding shares common stock, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in such event, the
holders of the remaining shares will not be able to elect any other directors.

     Subject to the rights, if any, of any outstanding shares of preferred
stock, if any, the holders of shares of common stock are entitled to dividends,
out of funds legally available therefore, when, if and as declared by the Board
of Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. Each outstanding share of common
stock entitles the holder thereof to one vote per share on all matters required
by law to be submitted to a vote of stockholders.

     In the event of liquidation, dissolution or winding up of our affairs,
holders of common stock are entitled to receive, ratably, our net assets of
available after payment of all creditors and any preferential liquidation
rights, if any, of any preferred stock, if any, then outstanding.

     All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of our common stock are issued, the relative interests of
existing stockholders may be diluted.

THE PENNY STOCK RULES

     Our securities may be considered a penny stock. Penny stocks are securities
with a price of less than $5.00 per share other than securities registered on
national securities exchanges or quoted on the Nasdaq stock market, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. Our securities may be subject
to "penny stock rules" that impose additional sales practice requirements on
broker-dealers who sell penny stock securities to persons other than established
customers and accredited investors. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
penny stock securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the "penny stock rules" require the
delivery, prior to the transaction, of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Monthly statements
must be sent disclosing recent price information on the limited market in
penny stocks. The "penny stock rules" may restrict the ability of broker-dealers
to sell our securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary market. The penny stock
restrictions will not apply to our securities when our market price is $5.00
or greater. The price of our securities may not reach or maintain a $5.00 price
level.


                              SELLING STOCKHOLDERS

     The following table sets forth the name of each Selling Stockholder, the


                                       25

number of shares of common stock offered by each Selling Stockholder, the number
of shares of common stock to be owned by each Selling Stockholder if all shares
were to be sold in this offering and the percentage of our common stock that
will be owned by each Selling Stockholder if all shares are sold in this the
offering. The shares of common stock being offered hereby are being registered
to permit public secondary trading and the Selling Stockholders may offer all,
none or a portion of the shares for resale from time to time.



-------------------------------------------------------------------------------------------------
Name                                    Shares      Shares       Shares          Percentage
Of                                      Owned       Offered      Owned           Owned After
Selling                                 Before      For          After           Offering If All
Stockholder                             Offering    Sale         Offering        Shares Are
Sold                                                             If All Shares
                                                                 Are Sold
          (1)                                                    (2)             (2)
-------------------------------------------------------------------------------------------------
                                                                     

Dutchess Private Equities Fund, LP(4)       -0-  50,000,000 (3)            -0-               -0-


--------------------

(1)  To the best of our knowledge, no Selling Stockholder has a short position
     in our common stock. To the best of our knowledge, no Selling Stockholder
     that is a beneficial owner of any of these shares is a broker-dealer or an
     affiliate of a broker-dealer (a broker-dealer may be a record holder). No
     Selling Stockholder has held any position or office, or has had any
     material relationship with us or any of our affiliates within the past
     three years. The Selling Stockholders, Dutchess Private Equities Fund, II,
     LP, and any broker-dealers or agents that are involved in selling the
     shares are underwriters within the meaning of the Securities Act for such
     sales. An underwriter is a person who has purchased shares from an issuer
     with a view towards distributing the shares to the public. In such event,
     any commissions received by such broker-dealers or agents and any profit on
     the resale of the shares purchased by them may be considered to be
     underwriting commissions or discounts under the Securities Act.

(2)  Assumes no sales or purchases are transacted by the Selling Stockholder
     during the offering period other than in this offering.

(3)  Includes 50,000,000 shares not yet beneficially owned that are the subject
     of our equity line of credit agreement with Dutchess

(4)  Douglas Leighton and Michael Novielli are managing members of Dutchess
     Capital Management, LLC which is the general partner of Dutchess Private
     Equities Fund, LP.

                              PLAN OF DISTRIBUTION

     The Selling Stockholders (of record ownership and of beneficial ownership)
and any of their pledgees, assignees, and successors-in-interest may, from time
to time, sell any or all of their shares of common stock on any stock exchange,
market, or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. There is no
assurance that the Selling Stockholders will sell any or all of the common stock
in this offering. The Selling Stockholders may use any one or more of the
following methods when selling shares:

-    Ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers.

-    Block trades in which the broker-dealer will attempt to sell the shares as
     agent but may position and resell a portion of the block as principal to
     facilitate the transaction.

-    Purchases by a broker-dealer as principal and resale by the broker-dealer
     for its own account.

-    An exchange distribution following the rules of the applicable exchange.

-    Privately negotiated transactions.

-    Short sales or sales of shares not previously owned by the seller.

-    An agreement between a broker-dealer and a Selling Stockholder to sell a
     specified number of such shares at a stipulated price per share.

-    A combination of any such methods of sale.

-    Any other lawful method.


                                       26

     The  Selling Stockholder may also engage in:

-    Short selling against the box, which is making a short sale when the seller
     already owns the shares.

-    Buying puts, which is a contract whereby the person buying the contract may
     sell shares at a specified price by a specified date.

-    Selling calls, which is a contract giving the person buying the contract
     the right to buy shares at a specified price by a specified date.

-    Selling under Rule 144 under the Securities Act, if available, rather than
     under this prospectus.

-    Other transactions in our securities or in derivatives of our securities
     and the subsequent sale or delivery of shares by the stock holder.

-    Pledging shares to their brokers under the margin provisions of customer
     agreements. If a Selling Stockholder defaults on a margin loan, the broker
     may, from time to time, offer and sell the pledged shares.

     Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder in amounts to be negotiated. If any
broker-dealer acts as agent for the purchaser of shares, the broker-dealer may
receive commission from the purchaser in amounts to be negotiated. We do not
expect these commissions and discounts to exceed what is customary in the types
of transactions involved.

     We are required to pay all fees and expenses incident to the registration
of the shares in this offering. However, we will not pay any commissions or any
other fees in connection with the resale of the common stock in this offering.

     If we are notified by a Selling Stockholder that they have a material
arrangement with a broker-dealer for the resale of the common stock, then we
would be required to amend the Registration Statement of which this prospectus
is a part, and file a prospectus supplement to describe the agreements between
the Selling Stockholder and the broker-dealer.

     The Selling Stockholders, Dutchess Private Equities Fund, II, LP, and any
broker-dealers or agents that are involved in selling the shares are
underwriters within the meaning of the Securities Act for such sales. An
underwriter is a person who has purchased shares from an issuer with a view
towards distributing the shares to the public. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be considered to be underwriting commissions or
discounts under the Securities Act.

     We have engaged the services of US EURO Securities, Inc. to be our
placement agent in connection with the equity line of credit. US EURO
Securities, Inc. is a member of the NASD. We will pay $10,000 to US EURO
Securities, Inc. for this service. The placement agent provides consulting
services to us with respect to the Dutchess Investment Agreement. The placement
agent is available to us for consultation in connection with financings to be
requested by us pursuant to the Dutchess Investment Agreement.


          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE.

     None.

                                LEGAL PROCEEDINGS

     We are not a plaintiff or defendant in any litigation, nor is any
litigation threatened against us.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     Joel Seidner, Esq., Attorney At Law, 880 Tully Road, Suite 50, Houston,
Texas 77079, tel. (281) 493-1311, has acted as our legal counsel for
this offering. The validity of the shares offered by this prospectus has been
passed upon for Proton Laboratories, Inc. by Mr. Seidner. As of the date of this
prospectus, Mr. Seidner owns 375,000 shares of our common stock.

     Our consolidated balance sheets as of December 31, 2005 and 2004, and the
consolidated statements of operations, stockholders' deficit, and cashflows, for
the years then ended, have been included in the registration statement on Form
SB-2 of which this prospectus forms a part, in reliance on the report of Hansen,
Barnett & Maxwell, an independent registered public accounting firm, given on
the authority of that firm as experts in auditing and accounting.


                                       27

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     The Washington Business Corporation Act at Title 23 RCW provides that we
shall indemnify our officers and directors and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was our
director or officer, against losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.

     However, the statutory indemnity does not apply to: (a) acts or omissions
of the director finally adjudged to be intentional misconduct or a knowing
violation of law; (b) unlawful distributions; or (c) any transaction with
respect to which it was finally adjudged that such director personally received
a benefit in money, property, or services to which the director was not legally
entitled.

     Our Articles of Incorporation and By-Laws also state that we indemnify our
officers and directors and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any threatened
proceedings by reason of the fact that he or she is or was our director or
officer, against losses, claims, damages, liabilities and expenses actually and
reasonably incurred or suffered in connection with such proceeding.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the forgoing provisions or otherwise, we have been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.


                                       28



                            PROTON LABORATORIES, INC.

                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                       PAGE
                                                                    
Report of Independent Registered Public Accounting Firm                F-2

Consolidated Balance Sheets - December 31, 2005 and 2004               F-3

Consolidated Statements of Operations for the years ended
December 31, 2005 and 2004                                             F-4

Consolidated Statements of Stockholders' Deficit for the years ended
December 31, 2004 and 2005                                             F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 2005 and 2004                                             F-6

Notes to Consolidated Financial Statements                             F-7


                                                                       PAGE

Condensed Consolidated Balance Sheets - June 30, 2006 and
  December 31, 2005 (Unaudited)                                        FF-1

Condensed Consolidated Statements of Operations for the three
  and six months ended June 30, 2006 and 2005 (Unaudited)              FF-2

Condensed Consolidated Statements of Cash Flows for the six months
  ended June 30, 2006 and 2005 (Unaudited)                             FF-3

Notes to Condensed Consolidated Financial Statements (Unaudited)       FF-4



                                      F-1

  HANSEN, BARNETT & MAXWELL
 A Professional Corporation                   REGISTERED WITH THE PUBLIC COMPANY
CERTIFIED PUBLIC ACCOUNTANTS                      ACCOUNTING OVERSIGHT BOARD
  5 Triad Center, Suite 750
Salt Lake City, UT 84180-1128                          [GRAPHIC OMITTED]
    Phone: (801) 532-2200                          an independent member of
     Fax: (801) 532-7944                                  BAKER TILLY
       www.hbmcpas.com                                   INTERNATIONAL


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and the Stockholders
Proton Laboratories, Inc. and subsidiaries

We  have audited the consolidated balance sheets of Proton Laboratories, Inc. as
of  December  31,  2005  and  2004,  and  the related consolidated statements of
operations,  stockholders'  deficit  and cash flows for the years ended December
31,  2005  and  2004.  These  consolidated  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits  to  obtain  reasonable  assurance  about  whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Proton
Laboratories  as  of  December  31,  2005  and  2004,  and  the results of their
consolidated  operations  and  their cash flows for the years ended December 31,
2005  and  2004,  in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements, the Company has an accumulated deficit, has
suffered  reoccurring  losses from operations, has negative working capital, and
has  required  loans from the Company's majority shareholder to fund operations.
These factors raise substantial doubt about the Company's ability to continue as
a  going  concern.  Management's  plans  in  regards  to  these matters are also
described  in  Note  2. The consolidated financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


                                                  HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 29, 2006


                                      F-2



                                   PROTON LABORATORIES, INC
                                 CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31, 2005 AND 2004

                                                                       2005          2004
---------------------------------------------------------------------------------------------
                                                                           
ASSETS
CURRENT ASSETS
Cash                                                               $     1,384   $    14,412
Accounts receivable, less allowance for doubtful accounts of
  $16,522 and $16,522, respectively                                     21,927        10,633
Inventory                                                               32,861        34,097
---------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                  56,172        59,142
---------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                                  19,709        18,438
Equipment and machinery                                                161,833        95,039
Leasehold improvements                                                  11,323        10,995
Deposit on equipment                                                         -        64,500
Accumulated depreciation                                               (45,820)      (19,160)
---------------------------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                                           147,045       169,812
---------------------------------------------------------------------------------------------
DEPOSITS                                                                 6,131         5,000
---------------------------------------------------------------------------------------------
TOTAL ASSETS                                                       $   209,348   $   233,954
---------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                   $   168,378   $   134,780
Accrued expenses                                                       252,769       110,562
Deferred revenue                                                        52,506             -
Preferred dividends payable                                              9,600         3,200
Stockholder loans, current portion                                     444,642        84,000
---------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                            927,895       332,542
---------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                               40,000       178,000
---------------------------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT
Series A convertible preferred stock, 400,000 shares authorized
  with a par value of $0.0001; 8,000 issued and outstanding,
  liquidation preference of $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; 14,270,100 and 12,975,000 shares issued and
  outstanding, respectively                                              1,429         1,299
Additional paid in capital                                           1,856,601     1,350,616
Accumulated deficit                                                 (2,696,577)   (1,708,503)
---------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                         (758,547)     (276,588)
---------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   209,348   $   233,954
---------------------------------------------------------------------------------------------


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


                                      F-3



                                  PROTON LABORATORIES, INC
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                         FOR YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                                     2005          2004
-------------------------------------------------------------------------------------------
                                                                         
SALES                                                            $   328,200   $   379,989

COST OF GOODS SOLD                                                   246,630       263,395
-------------------------------------------------------------------------------------------

GROSS PROFIT                                                          81,570       116,594
-------------------------------------------------------------------------------------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including
  equity-based expenses of $459,040 and $618,349, respectively)      954,834     1,065,595


LOSS FROM OPERATIONS                                                (873,264)     (949,001)
-------------------------------------------------------------------------------------------

OTHER INCOME AND (EXPENSE)
Loss on disposal of property and equipment                                 -        (1,648)
Interest income                                                          186            20
Interest expense                                                    (108,596)      (15,211)
-------------------------------------------------------------------------------------------
  NET OTHER EXPENSE                                                 (108,410)      (16,839)
-------------------------------------------------------------------------------------------

    NET LOSS                                                        (981,674)     (965,840)

PREFERRED STOCK DIVIDEND                                              (6,400)       (3,200)
-------------------------------------------------------------------------------------------

LOSS APPLICABLE TO COMMON SHAREHOLDERS                           $  (988,074)  $  (969,040)
-------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                                   $     (0.07)  $     (0.08)
-------------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                                              13,720,209    11,525,510
-------------------------------------------------------------------------------------------


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


                                      F-4



                                                  PROTON LABORATORIES, INC
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                       FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2005

                                              PREFERRED STOCK       COMMON STOCK      ADDITIONAL
                                            -------------------  -------------------    PAID IN     ACCUMULATED
                                             SHARES     AMOUNT     SHARES    AMOUNT     CAPITAL       DEFICIT       TOTAL
----------------------------------------------------------------------------------------------------------------------------
                                                                                             
BALANCE - DECEMBER 31, 2003                         -         -  11,250,000    1,126      536,440      (739,463)   (201,897)
----------------------------------------------------------------------------------------------------------------------------
Sale of preferred stock                         8,000    80,000           -        -            -             -      80,000
Issuance of shares for legal                        -   100,000          10   39,990            -        40,000
Issuance of shares for consulting services          -         -   1,345,000      135      578,214             -     578,349
Issuance of common stock for cash                   -         -     280,000       28      195,972             -     196,000
Dividends accrued                                   -         -           -        -            -        (3,200)     (3,200)
Net loss for the period                             -         -           -        -            -      (965,840)   (965,840)
----------------------------------------------------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2004                     8,000    80,000  12,975,000    1,299    1,350,616    (1,708,503)   (276,588)
Issuance of shares for interest expense             -         -      47,500        5       27,070             -      27,075
Issuance of shares to director                      -         -     131,600       13       52,627             -      52,640
Issuance of shares for consulting services          -         -   1,016,000      102      406,298             -     406,400
Issuance of shares for cash                         -         -     100,000       10       19,990             -      20,000
Dividends accrued                                   -         -           -        -            -        (6,400)     (6,400)
Net loss for the period                             -         -           -        -            -      (981,674)   (981,674)
----------------------------------------------------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2005                     8,000  $ 80,000  14,270,100  $ 1,429  $ 1,856,601  $ (2,696,577)  $(758,547)
----------------------------------------------------------------------------------------------------------------------------


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


                                      F-5



                     PROTON LABORATORIES, INC
               CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                   2005        2004
----------------------------------------------------------------------
                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
----------------------------------------------------------------------
Net loss                                        $(981,674)  $(965,840)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                     26,660       9,814
  Bad debt expense                                      -       6,430
  Loss on disposal of property and equipment            -       1,648
  Common stock issued for services                459,040     618,349
  Amortization of loan costs                       27,075           -
  Changes in operating assets and liabilities
    Accounts receivable                           (11,294)      7,520
    Inventory                                       1,236     (33,674)
    Deferred revenue                               52,506           -
    Accounts payable                               33,598     (62,796)
Accrued expenses                                  142,207      94,827
----------------------------------------------------------------------
  NET CASH FROM OPERATING ACTIVITIES             (250,646)   (323,722)
----------------------------------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
Refund of deposit                                   5,000           -
Cash paid for deposit                              (6,131)          -
Purchases of property and equipment                (3,893)   (120,289)
----------------------------------------------------------------------
  NET CASH FROM INVESTING ACTIVITIES               (5,024)   (120,289)
----------------------------------------------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock                 20,000     196,000
Proceeds from sale of preferred stock                   -      80,000
Proceeds from stockholder loans                   222,642     178,000
----------------------------------------------------------------------
  NET CASH FROM FINANCING ACTIVITIES              242,642     454,000
----------------------------------------------------------------------


NET INCREASE (DECREASE) IN CASH                   (13,028)      9,989
CASH AT BEGINNING OF PERIOD                        14,412       4,423
----------------------------------------------------------------------
CASH AT END OF PERIOD                           $   1,384   $  14,412
----------------------------------------------------------------------


NON-CASH INVESTING AND FINANCING ACTIVITIES:
Transfer of inventory to equipment              $  64,500   $  27,377
Issuance of common stock for loan costs         $  27,075   $       -
Accrual of preferred stock dividends            $   6,400   $       -


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


                                      F-6

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS

ORGANIZATION-  Proton  Laboratories,  LLC. (Proton) was incorporated on February
16,  2000  in the State of California. Proton did not begin its operations until
January  1, 2001.  On January 1, 2001, Proton's sole owner contributed inventory
and  property  and  equipment  to  the  Company.

BentleyCapitalCorp.com  Inc.  (Bentley)  was  incorporated  in  the  State  of
Washington,  U.S.A. on March 14, 2000. On November 15, 2002, Proton entered into
an  Agreement and Plan of Reorganization with Bentley whereby the Company merged
with  and  into  VWO  I  Inc.  (VWO),  a wholly owned subsidiary of Bentley (the
"Merger").  In April 2004 the subsidiary changed its name to Water Science, Inc.

For financial statement purposes Proton is considered the parent corporation and
originally elected to maintain BentleyCapitalCorp.com, Inc as its business name.
In  December  2003  the  Company's  board  elected  to change its name to Proton
Laboratories,  Inc.,  and  hereafter  collectively referred to as the "Company".

CONSOLIDATION  POLICY  -  The  accompanying  consolidated  financial  statements
reflect  the  financial  position of and operations for Proton as of and for the
years  ended  December  31,  2005  and  2004.  All  significant  intercompany
transactions  have  been  eliminated  in  consolidation.

NATURE  OF  OPERATIONS  -  The  Company's  operations  are  located  in Alameda,
California.  The  core  business  of  the  Company  consists  of  the  sale  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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

FINANCIAL  INSTRUMENTS  -The  Company is subject to concentration of credit risk
with  respect to sales primarily in the functional water industry and sales to a
significant  customer  and  purchases  from  a  significant  vendor.  Accounts
receivable  are  generally unsecured. The Company normally obtains payments from
customers prior to delivery of the related products. Otherwise, the Company does
not  require  collateral  for  accounts  receivable.

The  carrying  value  of  the  note  payable approximates fair value based on it
bearing  interest at a rate which approximates market rates. The amount reported
as  inventory  is considered to be a reasonable approximation of its fair value.
The  fair  value  estimates  presented  herein  were based on market information
available  to  management  at  the  time  of  the  preparation  of the financial
statements.

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 $981,674 and $965,840 for
the  years  ended  December  31,  2005 and 2004, respectively. The Company had a
working  capital deficit of $871,723 and $203,900 at December 31, 2005 and 2004,
respectively.


                                      F-7

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

Loans  from  the Company's  shareholders were required to fund operations. These
conditions  raise a substantial doubt about the Company's ability to continue as
a  going  concern.  The  financial  statements  do  not  include any adjustments
relating  to  the recoverability and classification of recorded asset amounts or
amounts  and  classification  of  liabilities that might be necessary should the
Company  be  unable  to  continue  in  existence.

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 domestic and 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,  in  some  cases,  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.

CASH  AND CASH EQUIVALENTS - The Company considers all highly liquid instruments
purchased  with  a  maturity  of  less than three months to be cash equivalents.

ACCOUNTS  RECEIVABLE  -  Accounts receivable are recorded at the invoiced amount
and  do  not bear interest. The allowance for doubtful accounts is the Company's
best  estimate of the amount of probable credit losses in the Company's existing
accounts  receivable.  The  Company determines the allowance based on historical
write-off  experience. Past due balances over 90 days and a specified amount are
reviewed  individually  for  collectibility.  Account  balances  are charged off
against  the allowance after all means of collection have been exhausted and the
potential  for  recovery  is  considered  remote.  The Company does not have any
off-balance  sheet  credit  exposure  related  to  its  customers.

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.

PROPERTY  AND  EQUIPMENT  -  Equipment, and furniture and fixtures are stated at
cost. Depreciation is computed using the straight-line method over the estimated
useful  lives  of  the  assets.  Estimated useful lives range from 3 to 7 years.
Depreciation expense for the years ended December 31, 2005 and 2004, was $26,660
and  $9,814,  respectively.  Expenditures for maintenance, repairs, and renewals
are  charged  to  expense  as  incurred.  Expenditures  for  major  renewals and
betterments  that  extend the useful lives of existing equipment are capitalized
and  depreciated.  On  retirement  or disposition of property and equipment, the
cost  and accumulated depreciation are removed and any resulting gain or loss is
recognized  in  the  statement  of  operations.

Long-lived  assets are reviewed for impairment yearly.  Recoverability of assets
to be held and used is measured by comparison of the carrying amount of an asset
to  future net cash flows expected to be generated by the asset.  If such assets
are  considered  to  be impaired, the impairment to be recognized is measured by
the  amount that the carrying amount of the assets exceeds the fair value of the
assets.  Assets  to  be  disposed  of  are reported at the lower of the carrying
amount  or fair value less costs to sell. Based on the evaluation, no impairment
was  considered  necessary  during  the  years  ended December 31, 2005 or 2004.

INCOME TAXES - The Company recognizes an asset or liability for the deferred tax
consequences  of  all  temporary  differences between the tax bases of assets or
liabilities  and  their  reported amounts in the financial statements. That will
result  in  taxable  or  deductible  amounts  in  future years when the reported


                                      F-8

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

amounts  of  the assets or liabilities are recovered.  These deferred tax assets
and  or  liabilities  are  measured  using the enacted tax rates that will be in
effect  when  the  differences are expected to reverse.  Deferred tax assets are
reviewed  periodically  for  recoverability  and  valuation  allowances  and
adjustments  are  provided  as  necessary.

ADVERTISING - The Company follows the policy of charging the cost of advertising
to  expense  as  incurred.  Advertising  expense for the year ended December 31,
2005  and  2004  was  $2,055  and  $10,776,  respectively.

CONCENTRATIONS  OF  RISK  - Sales to major customers are defined as sales to any
one  customer  which  exceeded  10% of total sales.  The risk of loss of a major
customer  subjects the Company to the possibility of decreased sales.  Purchases
from  major vendors are defined as inventory purchases from any one vendor which
exceeded  10%  of total inventory purchases.  The risk of loss of a major vendor
subjects the Company to the possibility of increased costs and not being able to
fulfill  customer  orders.  See  Note  7.

REVENUE  RECOGNITION  -  The  Company  recognizes  revenue  when all four of the
following  criteria  are  met:  (i) persuasive evidence that 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.  The  Company's  revenues  are derived from sales of their industrial,
environmental  and  residential  systems  which alter the properties of water to
produce  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.

NEW  ACCOUNTING  STANDARDS  -  In  November  2004, the FASB issued SFAS No. 151,
Inventory  Costs,  which  is  an amendment of ARB No. 43.  SFAS No. 151 requires
idle  facility  expenses, freight, handling costs and wasted material (spoilage)
costs  to  be  recognized  as  current-period  charges.  It  also  requires that
allocation  of  fixed production facilities.  SFAS No. 151 will be effective for
the  Company beginning January 1, 2006 and resulting adjustments will be made on
prospective  basis.  The  Company  does not anticipate that the adoption of this
standard  will  have a significant impact on its business, results of operations
or  financial  position.

In  December  2004,  the  FASB  issued SFAS No. 123 (revised 2004), "Share-Based
Payment,"  which  is  an  amendment to SFAS No. 123, "Accounting for Stock-Based
Compensation."  This  new  standard  eliminates  the  ability  to  account  for
share-based  compensation  transactions  using Accounting Principles Board (APB)
No.  25,  "Accounting  for Stock Issued to Employees" (APB 25) and requires such
transactions  to  be  accounted  for  using  a  fair-value-based  method and the
resulting  cost  recognized  in  the  Company's  financial  statements. This new
standard  is  effective  for interim and annual periods beginning after June 15,
2005. The Company has evaluated SFAS No. 123 as revised and intends to implement
it for  any  future  issuance  of  stock  to  employees.

In  December  2004,  the  FASB  issued  SFAS  Statement  No.  153, "Exchanges of
Non-monetary  Assets-an  amendment of APB Opinion No. 29." This Statement amends
APB  Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
non-monetary  assets  that  do  not  have  commercial  substance. A non-monetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The Statement will
be  effective  in January 2006. The Company does not expect that the adoption of
SFAS  No.  153  will  have  a  material  impact  on  its  Consolidated Financial
Statements.


                                      F-9

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

In  May  2005,  the  FASB  issued  SFAS  No.  154,  Accounting Changes and Error
Corrections  -  a  replacement  of  APB Opinion No. 20 and FASB Statement No. 3.
SFAS No. 154 applies to all voluntary changes in accounting principle or when an
accounting  pronouncement  does  not  include specific transition provisions and
changes  the  requirements  for  the accounting for and reporting of a change in
accounting  principle.  This  statement  requires  retrospective  application to
prior  periods'  financial statements of changes in accounting principle, unless
it  is  impracticable  to  determine  either  the period specific effects or the
cumulative  effect  of  the  change.  The  Company  implemented this standard on
January  1,  2006  and  will  not  have  a  material  impact  to  the  company.

Reclassifications  -  The  financial  statements  for the prior period have been
reclassified  to  be  consistent  with  the  current  period financial statement
presentation.  These  reclassifications  had  no  effect  on  net  income.

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

Stockholder  loans  as of December 31, 2005 and 2004 consisted of the following:



                                                                         2005      2004
-----------------------------------------------------------------------------------------
                                                                           
Note payable to president; principal and interest due May 2006;
  interest is accrued at 30% per annum; secured by inventory           $168,500  $      -

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 due April 2006; 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   130,000

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

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

TOTAL STOCKHOLDER LOANS                                                 484,642   262,000

Less: Current Portion                                                   444,642    84,000
-----------------------------------------------------------------------------------------

TOTAL STOCKHOLDER LOANS - LONG TERM                                    $ 40,000  $178,000
-----------------------------------------------------------------------------------------



                                      F-10

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

The  following  table shows the schedule of principal payments under shareholder
loans  as  of  December  31,  2005:



          YEAR ENDING DECEMBER 31,   PAYMENTS
          ------------------------  ----------
                                 
                  2006              $  444,642
                  2007                  40,000
                                    ----------
                                    $  484,642
                                    ==========


The  note  payable  to  the  president was issued in March 2005 in the amount of
$164,000  and  was  originally  due  in May 2005.  During 2005, the due date was
extended  to  May 2006.  The original terms of the loan provided for an interest
payment of $28,500 or 106% per annum. The interest rate for the extension period
is  30% on the original principal balance. In October 2005, the Company obtained
an  additional  $4,500  from the same lender under the same terms.  In addition,
the  Company issued the lender 47,500 shares of common stock, which was recorded
as  a  $27,075  loan  cost and was amortized over the original term of the note.

At  December  31,  2005  and  2004, the accrued interest relating to stockholder
loans  was  $97,575  and  $15,946,  respectively

During  the  years ended December 31, 2005 and 2004, the Company accrued $60,000
as  salaries  payable to the Company's CEO, resulting in $135,091 and $75,091 of
salaries  payable  at  December  31,  2005  and  2004,  respectively.

NOTE  4  -  INCOME  TAXES

There  was  no  provision  for  or  benefit from income tax for any period.  The
components  of  the  net deferred tax asset at December 31, 2005 and 2004 are as
follows:



                                    2005        2004
=======================================================
                                       
Net operating loss carryforward  $ 654,778   $ 416,124
Bad debt reserve                     6,381
Accrued salaries                    52,172      29,000
Less: valuation allowance         (713,331)   (451,505)
-------------------------------------------------------
NET DEFERRED TAX ASSET           $       -   $       -
=======================================================


For tax reporting purposes, the Company has net operating loss carry forwards in
the  amount  of  $1,888,518  which  will  begin  expiring  in  2022.

The following is a reconciliation of the amount of tax benefit that would result
from  applying  the  federal statutory rate to pretax loss with the benefit from
income  taxes  for  the  years  ended  December  31,  2005  and  2004:



                                                 2005        2004
====================================================================
                                                    
Benefit at statutory rate                     $(231,769)  $(328,836)
Non-deductible expenses                           1,436       2,589
Change in valuation allowance                   261,826     370,419
State tax benefit, net of federal tax effect    (31,493)    (44,622)
--------------------------------------------------------------------
NET BENEFIT FROM INCOME TAXES                 $       -   $       -
====================================================================



                                      F-11

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE  5  -  PREFERRED  STOCK

During May 2004, the Company designated 400,000 shares of the preferred stock as
Series  A  convertible  preferred  stock.

The holders of Series A convertible preferred stock are entitled to a cumulative
dividend  of  8%  per  year  in  cash  payable  in  arrears.

The  holders  of  Series A convertible preferred stock may convert any or all of
their shares plus all accrued dividends on the preferred stock into common stock
at  any  time.  Each  share of preferred stock may be converted into 5 shares of
common  stock.  The  holder  will  receive  one  share of common stock for $2 of
accrued  dividends.

Upon  the  liquidation,  dissolution  or  winding  up of the Company, holders of
Series  A  convertible  preferred stock, are entitled to receive, out of legally
available  assets,  a  liquidation  preference  of $10 per share, plus an amount
equal  to  any  unpaid dividends through the payment date, before any payment or
distribution  was  made  to  holders  of  common  stock. The holders of Series A
convertible  preferred  stock  are  not  entitled  to  vote.

During  July  2004,  the  Company  issued  8,000  shares  of preferred stock for
$80,000. At December 31, 2005 and 2004, dividends payable was $9,600 and $3,200,
respectively.

NOTE  6  -  COMMON  STOCK

During  the  year  ended December 31, 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.

In  August 2005, the Company sold 100,000 shares of restricted common stock at a
sale  price  of  $0.20  per  share  for  total consideration of $20,000 in cash.

In  December  2003, the Company's shareholders approved the 2004 Stock and Stock
Option  Plan  effective  January  1,  2004  whereby  up to 500,000 shares may be
granted,  optioned  or sold. The plan is for its key employees and directors who
contribute materially to the success and profitability of the Company as well as
attracting other key employees and directors.   In November 2004, 400,000 common
shares  were  issued  pursuant to this plan, resulting in $172,000 in consulting
expense.  These  shares  were  valued  using  the  per  share  fair value of the
Company's  common  stock  on  the  date  of  issuance.

During  September  2004,  the  Company issued 100,000 shares of common stock for
$40,000  of  legal  services.  These shares were valued using the per share fair
value  of  the  Company's  common  stock  on  the  date  of  issuance.

In  November  2004, the Company's board of directors approved the 2004 Marketing
Consultant  Stock  Plan  whereby  up  to  945,000  common shares may be granted,
optioned  or sold. The plan is for its consultants, key employees, and directors
who  contribute  materially  to  the success and profitability of the Company as
well  as  attracting  other  key  employees  and  directors.   In November 2004,
945,000  shares  were issued under this plan resulting in $406,349 of consulting
and  employee  expense  valued  using  the per share fair value of the Company's
common  stock  on  the  date  of  issuance.


                                      F-12

                            PROTON LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE  7  -  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 December 31, 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.

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 Class A common stock in lieu of
repayment  of  the  draw.

For  the year ended December 31, 2005, the Company had not drawn funds under the
equity  line.  The  Company  has  paid  the  Equity  Line  Investor $10,000 as a
documentation  fee  for  the  equity  line,  which is to be netted against funds
drawn.  Due  to no funds being drawn and the Company's intentions to not draw on
the  equity line, this documentation fee has been expensed during the year ended
December  31,  2005.

OPERATING  LEASES - The Company currently leases office and storage space from a
third party.  On July 1, 2005, the Company entered into a lease agreement to pay
monthly  lease  payments  of  $6,131 until June 30, 2006 and $6,335 from July 1,
2006  through  June  30,  2007.

Future  minimum  lease payments under operating lease obligations as of December
31,  2005,  were  as  follows:



          Year Ending December 31,
                                 
                2006                $ 74,796
                2007                  38,010
          ----------------------------------
                Total               $112,806
          ----------------------------------


Rent  expense  for  the  years  ended December 31, 2005 and 2004 was $45,649 and
$33,678,  respectively.

MAJOR  CUSTOMER  -  During  the  year  ended  December  31,  2005, sales to five
customers accounted for 39% of total sales.  As of December 31, 2005, $4,573 was
due  from  these  customers.  During  the year ended December 31, 2004, sales to
three  customers  accounted  for  37%  of total sales.  As of December 31, 2004,
there  were  no  amounts  due  from  these  customers.

MAJOR  VENDOR  -  During  the  year ended December 31, 2005, purchases from four
vendors  accounted  for  96%  of  total inventory purchases.  As of December 31,
2005,  amounts  due  to  these  vendors  accounted  for 35% of accounts payable.
During  the year ended December 31, 2004, purchases from three vendors accounted
for  96%  of total inventory purchases.  As of December 31, 2004, amounts due to
these  vendors  accounted  for  54%  of  accounts  payable.

NOTE  8  -  SUBSEQUENT  EVENT

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 and is included as part of
accounts  payable  in  the  accompanying  financial  statements.


                                      F-13



                                      PROTON LABORATORIES, INC
                         CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                                        JUNE 30,     DECEMBER 31,
                                                                          2006           2005
--------------------------------------------------------------------------------------------------
                                                                              
ASSETS
CURRENT ASSETS
Cash                                                                  $    29,270   $       1,384
Accounts receivable, less allowance for doubtful accounts of $16,522       15,021          21,927
Inventory                                                                  36,549          32,861
--------------------------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                                     80,840          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
Less:  accumulated depreciation                                           (61,423)        (45,820)
--------------------------------------------------------------------------------------------------
  NET PROPERTY AND EQUIPMENT                                              131,442         147,045
--------------------------------------------------------------------------------------------------
DEPOSITS                                                                    6,131
--------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                          $   218,413   $     209,348
--------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                      $    94,701   $     168,378
Accrued expenses                                                          317,040         252,769
Deferred revenue                                                           52,506
Preferred dividends payable                                                12,800           9,600
Stockholder loans, current portion                                        282,000         444,642
--------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                                               759,047         927,895
--------------------------------------------------------------------------------------------------
STOCKHOLDER LOANS, NET OF CURRENT PORTION                                   8,642          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
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; 16,632,550 and 14,270,100 shares issued and
  outstanding, respectively                                                 1,665           1,429
Additional paid in capital                                              2,339,376       1,856,601
Accumulated deficit                                                    (2,970,317)     (2,696,577)
--------------------------------------------------------------------------------------------------
  TOTAL STOCKHOLDERS' DEFICIT                                            (549,276)       (758,547)
--------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $   218,413   $     209,348
--------------------------------------------------------------------------------------------------


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


                                      FF-1



                                           PROTON LABORATORIES, INC
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                 FOR THE THREE MONTHS ENDED        FOR THE SIX MONTHS ENDED
                                                           JUNE 30,                        JUNE 30,
                                               -------------------------------  -----------------------------
                                                    2006             2005           2006            2005
------------------------------------------------------------------------------  -----------------------------
                                                                                   
SALES                                          $       33,639   $      63,521   $     84,561   $     157,710

COST OF GOODS SOLD                                     26,187          33,499         70,479         100,862
-------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                            7,452          30,022         14,082          56,848
-------------------------------------------------------------------------------------------------------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
(INCLUDING EQUITY-BASED EXPENSE OF $0,
459,040, $40,526 AND $459,040)                        124,011         563,886        252,041         679,380
-------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                 (116,559)       (533,864)      (237,959)       (622,532)
-------------------------------------------------------------------------------------------------------------

OTHER INCOME AND (EXPENSE)
Interest income                                           175              41            200             100
Interest expense                                      (15,044)        (49,235)       (32,781)        (72,819)
-------------------------------------------------------------------------------------------------------------
  NET OTHER EXPENSE                                   (14,869)        (49,194)       (32,581)        (72,719)
-------------------------------------------------------------------------------------------------------------

    NET LOSS                                         (131,428)       (583,058)      (270,540)       (695,251)

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

LOSS APPLICABLE TO COMMON SHAREHOLDERS         $     (133,028)  $    (584,658)  $   (273,740)  $    (698,451)
-------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                 $        (0.01)  $       (0.04)  $      (0.02)  $       (0.05)
-------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                               15,486,316      13,362,997     14,914,666      13,176,132
-------------------------------------------------------------------------------------------------------------


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


                                      FF-2



                       PROTON LABORATORIES, INC
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED                                2006        2005
---------------------------------------------------------------------------
                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $(270,540)  $(695,251)
Shares issued for services                              40,526     459,040
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                          15,603      10,814
  Amortization of loan costs                                 -      27,075
  Changes in operating assets and liabilities
    Accounts receivable                                  6,906      (1,232)
    Inventory                                           (3,688)    (66,681)
    Deposits                                                 -       5,000
    Deferred revenue                                         -      52,506
    Accounts payable                                   (33,151)    (24,187)
    Accrued expenses                                    64,271      75,413
---------------------------------------------------------------------------

  NET CASH FROM OPERATING ACTIVITIES                  (180,073)   (157,503)
---------------------------------------------------------------------------

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

  NET CASH FROM INVESTING ACTIVITIES                         -        (146)
---------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                 401,959           -
Payments on notes payable                             (267,852)          -
Proceeds from stockholder loans                         73,852     204,000
---------------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES                   207,959     204,000
---------------------------------------------------------------------------

NET INCREASE IN CASH                                    27,886      46,351

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

CASH AT END OF PERIOD                                $  29,270   $  60,763
---------------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for accrued legal services  $  40,526   $       -
Issuance of common stock for loan costs              $       -   $  27,075
Accrual of preferred stock dividends                 $   3,200   $   3,200


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


                                      FF-3

                            PROTON LABORATORIES, INC
1.1.1     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 six months
ended  June  30,  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.


                                      FF-4

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 $273,740 for
the six months ended June 30, 2006. The Company had a working capital deficit of
$678,207,  and  $871,723  at  June 30, 2006 and December 31, 2005, respectively.
Loans  and  equity  funding  were  required  to  fund  operations.

The  Company  is  working  towards raising additional public funds to expand its
marketing  and revenues.  The Company has spent considerable time in contracting
with  several  major  overseas  corporations  for the co-development of enhanced
antioxidant  beverages for distribution into the overseas markets.  In addition,
the  Company  is  working  with  its  Canadian  business  associates to identify
institutional  businesses to market various disinfection applications based upon
functional  water,  pending  government  approval.

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

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

Stockholder  loans  as  of  June  30,  2006 and December 31, 2005 consist of the
following:



                                                                         2006      2005
-----------------------------------------------------------------------------------------
                                                                           
Note payable to President; principal and interest due May 2006;
  interest is accrued at 30% per annum; secured by inventory           $      -  $168,500

Note payable to President; principal and interest due June 2006;
  interest is accrued at 7% per annum; unsecured                         20,000         -

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   130,000


                                      FF-5

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

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

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

    TOTAL STOCKHOLDER LOANS                                             290,642   484,642

    Less: Current Portion                                               282,000   444,642
-----------------------------------------------------------------------------------------

    TOTAL STOCKHOLDER LOANS - LONG TERM                                $  8,642  $ 40,000
-----------------------------------------------------------------------------------------


During the six months ended June 30, 2006, two shareholders advanced the Company
$73,852.  The Company made payments on these shareholder notes totaling $267,852
during  the  six  months  ended  June  30,  2006.

At June 30, 2006, the Company had accrued interest relating to shareholder loans
of  $129,913.

During  the  six  months  ended  June  30,  2006, the Company accrued $30,000 as
salaries payable to the company's CEO, resulting in $185,987 of salaries payable
at  June  30,  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.

During May and June the Company issued 2,010,050 shares of common stock for cash
proceeds  of  $401,959  or  $0.20  per  share.

NOTE  5  -  COMMITMENTS

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


                                      FF-6

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 Class A common stock in lieu of
repayment  of  the  draw.  As  of June 30, 2006, the Company had not drawn funds
under  the  equity  line.

NOTE  6  -  SUBSEQUENT  EVENT

Subsequent  to June 30, 2006 the Company issued 1,100,000 shares of common stock
for cash proceeds of $220,000, or $0.20 per share from various investors.

Previously,  the Company entered into an agreement whereby an investor agreed to
purchase,  up  to  $2,000,000 dollars worth of common shares of the Company at a
per  share  purchase  price equal to 40% of the previous day's last trade price.
Subsequent to June 30, 2006, the Company issued 1,026,711 shares of common stock
under  this  agreement for cash proceeds of $226,599 (net of $30,197 of issuance
costs).

In  July  2006,  the  Company issued 1,851,250 shares of common stock to various
individuals  for  their  services in raising equity funds and marketing upcoming
Company  products.  The  Company  is  currently  evaluating  the  value of these
shares.


                                      FF-7