Proteo Inc - Amended Annual Report (Small Business Issuers) (10KSB/A)

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

FORM 10-KSB/A
AMENDMENT NO. 1

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2007

OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-30728

PROTEO, INC. (Name of Small Business Issuer in Its Charter) NEVADA 88-0292249 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2102 BUSINESS CENTER DRIVE, IRVINE, CA 92612 (Address of principal executive offices) (Zip Code) [phone] (Issuer's telephone number, including area code)

NONE
(Former name, former address and former fiscal year,
if changed since last report)

Securities registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which registered ---------------------------- ------------------------------------------- None None

Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |x| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year. $ -0-

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of a specified date within the past 60 days (based upon 10,949,350 shares held by non-affiliates and the closing price of $1.07 per share for the common stock on the over-the counter market as of April 7, 2008): approximately $11,715,804.00.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 23,879,350 at April 7, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES |_| NO |X|

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AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 2007

EXPLANATORY NOTE

Proteo, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-KSB/A (this "Amendment") to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, which was filed on April 14, 2008 (the "Original Filing") to amend Part II Item 8A(T) of the Original Filing to include additional information required by such item.

Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 on Form 10-KSB/A does not amend, update or change the financial statements or any other items or disclosures in the Original Filing. This Amendment No. 1 on Form 10-KSB/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including any exhibits to the Original Filing affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Amendment No. 1 on Form 10-KSB/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.

Part II Item 8A(T) of the Original Filing is amended in its entirety to read as follows:

ITEM 8A(T) - CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including to Birge Bargmann our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including Birge Bargmann our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2007. Based on that evaluation, Ms. Bargmann concluded that as of December 31, 2007, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended because of the material weakness described below.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Section 404(a) of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company's internal control over financial reporting and include in this Annual Report on Form 10-KSB a report on management's assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including Ms. Bargmann our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation and assessment led to the identification of a material weakness in our internal control over financial reporting as indicated below:

We lack the necessary depth of personnel with sufficient technical U.S. accounting expertise to ensure that our interim and annual financial statements (including the required footnote disclosures) can be prepared without material misstatements.

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Based on this evaluation, we have concluded that as of December 31, 2007, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended because of the material weakness described above.

Our plan to remediate the material weakness as of December 31, 2007 is to utilize an outside consulting resource to prepare and review interim and annual financial statements.

This annual report does not include an audit report of our registered public accounting firm regarding internal control over financial reporting. In addition, Management's report on internal control over financial reporting is not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

During the fiscal year ended December 31, 2007, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 31, 2008

PROTEO, INC.
(Registrant)

BY: /S/ BIRGE BARGMANN ----------------------------------- BIRGE BARGMANN CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Capacity Date ------------------------------------------ -------------------------------- -------------------------------- Birge Bargmann Chief Executive Officer and July 31, 2008 Chief Financial Officer, Director ------------------------------------------ -------------------------------- -------------------------------- Joerg Alte Director July 31, 2008 ------------------------------------------ -------------------------------- -------------------------------- Professor Oliver Wiedow, M.D. Director July 31, 2008 ------------------------------------------ -------------------------------- -------------------------------- Holger Pusch Director July 31, 2008 ------------------------------------------ -------------------------------- -------------------------------- Hartmut Weigelt, Ph.D. Director July 31, 2008 ------------------------------------------ -------------------------------- --------------------------------

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