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

                                  FORM 10-QSB

     (Mark  One)

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

     For  the  quarterly  period  ended  March 31, 2004

     [    ]  Transition  report  under  Section  13  or  15(d) of the Securities
     Exchange  Act  of  1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-27039

                                 PROTEO, INC.
                 (Name of Small Business Issuer in Its Charter)

          NEVADA                                      88-0292249
(State or Other Jurisdiction of                     (IRS Employer
Incorporation or Organization)                 Identification Number)

                         3206 WEST WIMBLEDON DRIVE
                             AUGUSTA, GA 30909
              (Address of Principal Executive Offices) (Zip Code)

                              (706) 737-6600
                       (Issuer's Telephone Number)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.0001
                                (Title of Class)

     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 [   ]


     Indicate  the number of shares outstanding of each of the issuer's class of
common  stock  as  of  the  latest  practicable  date:

   Title of each class of Common Stock         Outstanding as March 31, 2004
   ----------------------------------------- ----------------------------------
   Common  Stock,  $0.001  par  value                  21,667,101



     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes [   ]  No [ X ]

<PAGE>

INDEX

                                  PROTEO, INC.
                                AND SUBSIDIARIES
                          (A Development Stage Company,
                        Formerly TriVantage Group, Inc.)

                                TABLE OF CONTENTS


PART  I.  FINANCIAL  INFORMATION

Item  1.  Condensed  Consolidated  Financial  Statements:

Unaudited  Condensed  Consolidated  Balance  Sheet  as  of  March  31,  2004

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
for  the  Three-month  Periods Ended March 31, 2004 and 2003, and for the Period
From  November  22,  2000  (Inception)  Through  March  31,  2004

Unaudited  Condensed  Consolidated  Statements of Cash Flows for the Three-month
Periods Ended March 31, 2004 and 2003, and for the Period From November 22, 2000
(Inception)  Through  March  31,  2004

Notes  to  Unaudited  Condensed  Consolidated  Financial  Statements

Item  2. Management's Discussion and Analysis of Financial Condition and Results
of  Operations

Item  3.  Controls  and  Procedures

PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

Item  2.  Changes  in  Securities

Item  3.  Defaults  Upon  Senior  Securities

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

Item  5.  Other  Information

Item  6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES


<PAGE>


                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2004

                                    Unaudited

<TABLE>
<CAPTION>
<S>                                           <C>
                          ASSETS

Current Assets
Cash . . . . . . . . . . . . . . . . . . . .  $   386,262
Inventory. . . . . . . . . . . . . . . . . .       46,592
Prepaid expenses and other current assets. .       29,448
                                              ------------
                                                  462,302

Property and Equipment, net. . . . . . . . .      414,309
                                              ------------

                                              $   876,611
                                              ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities . .  $    56,670
Accrued licensing fees . . . . . . . . . . .      435,000
                                              ------------
                                                  491,670

Commitments and Contingencies

Stockholders' Equity
Preferred stock, par value $0.001 per share;
   10,000,000 shares authorized; no shares
   issued and outstanding. . . . . . . . . .           --
Common stock, par value $0.001 per share;
   300,000,000 shares authorized; 21,667,101
   shares issued and outstanding . . . . . .       21,667
Additional paid-in capital . . . . . . . . .    3,653,447
Stock subscriptions receivable . . . . . . .   (1,189,955)
Accumulated other comprehensive income . . .      232,688
Deficit accumulated during development stage   (2,332,906)
                                              ------------
                                                  384,941
                                              ------------

                                              $   876,611
                                              ============
</TABLE>


Page  1     See  accompanying  notes  to  these condensed consolidated financial
statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
            For the Three-month Periods Ended March 31, 2004 and 2003
  And for the Period From November 22, 2000 (Inception) Through March 31, 2004

                                    Unaudited

<TABLE>
<CAPTION>
<S>                                                                    <C>           <C>            <C>
                                                                                                  November
                                                                       Three-        Three-       22,  2000
                                                                       Months        Months       (Inception)
                                                                       Ended         Ended        Through
                                                                       March 31,     March 31,    March 31,
                                                                       2004          2003         2004
                                                                     ----------    ----------   -----------
REVENUES . . . . . . . . . . . . . . . . .                           $        -    $        -   $         -

EXPENSES
General and Administrative                                               87,867       120,360     1,875,844
Research and Development, net of grants                                  99,659        55,946       472,492
                                                                     ----------    ----------   -----------
                                                                        187,526       176,306     2,348,336

INTEREST AND OTHER INCOME                                                14,580        42,024        15,430
                                                                     ----------    ----------   -----------

NET LOSS (AVAILABLE TO COMMON
   STOCKHOLDERS)                                                       (172,946)     (134,282)   (2,332,906)

FOREIGN CURRENCY TRANSLATION
   ADJUSTMENTS                                                          (27,275)       35,113       232,688
                                                                     ----------    ----------   -----------

COMPREHENSIVE LOSS                                                  $  (200,221)  $   (99,169)  $(2,100,218)
                                                                     ===========   ===========  ============

BASIC AND DILUTED LOSS AVAILABLE
   TO COMON STOCKHOLDERS PER COMMON SHARE                           $     (0.01)  $     (0.01)
                                                                     ===========  ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                         21,667,101    21,600,434
                                                                     ===========  ============
</TABLE>

Page  2     See  accompanying  notes  to  these condensed consolidated financial
statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           For Three-month Periods Ended March 31, 2004 and 2003, and
    For the Period From November 22, 2000 (Inception) Through March 31, 2004


                                    Unaudited

<TABLE>
<CAPTION>
<S>                                            <C>          <C>          <C>
                                                                         November
                                               Three-       Three-       22, 2000
                                               Months       Months       (Inception)
                                               Ended        Ended        Through
                                               March 31,    March 31,    March 31,
                                               2004         2003         2004
                                               -----------  -----------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . .  $ (172,946)  $ (134,282)  $(2,332,906)
Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation. . . . . . . . . . . . . . . . .      12,669       10,899        79,344
Unrealized foreign transaction loss (gain). .     (12,000)           -        67,000
Changes in operating assets and liabilities:
Inventory . . . . . . . . . . . . . . . . . .       1,449         (986)      (46,592)
Prepaid expenses and other current
   assets . . . . . . . . . . . . . . . . . .       5,060       20,751       (25,786)
Accounts payable and accrued
   liabilities. . . . . . . . . . . . . . . .       5,323      (75,545)       45,319
Accrued licensing fees. . . . . . . . . . . .      33,000       27,500       368,000
                                               -----------  -----------  ------------
Net cash used in operating activities . . . .    (127,745)    (151,663)   (1,845,921)

CASH FLOWS FROM INVESTING
   ACTIVITIES
Acquisition of property and equipment . . . .           -      (23,728)     (504,793)
Cash of reorganized entity. . . . . . . . . .           -            -        27,638
                                               -----------  -----------  ------------
Net cash used in investing activities . . . .           -      (23,728)     (477,155)

CASH FLOWS FROM FINANCING
   ACTIVITIES
Proceeds from issuance of common stock. . . .           -            -     1,627,610
Proceeds for subscribed stock . . . . . . . .      50,000      107,800       849,040
                                               -----------  -----------  ------------
Net cash provided by financing activities . .      50,000      107,800     2,476,650

FOREIGN CURRENCY\
   TRANSLATION ADJUSTMENT . . . . . . . . . .     (27,275)      35,113       232,688
                                               -----------  -----------  ------------

NET (DECREASE) INCREASE IN CASH . . . . . . .    (105,020)     (32,478)      386,262

CASH - beginning of period. . . . . . . . . .     491,282      448,868             -
                                               -----------  -----------  ------------

CASH - end of period. . . . . . . . . . . . .  $  386,262   $  416,390   $   386,262
                                               ===========  ===========  ============
</TABLE>

Page  3     See  accompanying  notes  to  these condensed consolidated financial
statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2004

1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

Basis  of  Presentation

The  management of Proteo, Inc. ("Proteo" or the "Company") and its wholly owned
subsidiaries  Proteo  Marketing,  Inc.  and  Proteo  Biotech, AG, without audit,
prepared  the  condensed  consolidated  financial statements for the three-month
periods  ended March 31, 2004 and 2003 and for the period from November 22, 2000
(Inception)  through  March  31, 2004.  Due to the merger with Proteo Marketing,
Inc.,  the reported amounts are those of the surviving corporation.  The results
of  operations  of  Proteo (formerly known as TriVantage Group, Inc.) previously
filed in prior years are not included herein.  In the opinion of management, all
adjustments  necessary  to  present  fairly,  in  accordance  with  accounting
principles  generally  accepted  in  the United States of America, the Company's
financial  position as of March 31, 2004, and the results of operations and cash
flows  for the three-month ended March 31, 2004 and 2003 and for the period from
November  22,  2000  (Inception)  through  March 31, 2004, have been made.  Such
adjustments  consist  only  of  normal  recurring  adjustments.

Certain  note  disclosures  normally included in our annual financial statements
prepared  in  accordance  with  accounting  principles generally accepted in the
United States of America have been condensed or omitted pursuant to instructions
for  Form  10-QSB.  The  accompanying unaudited condensed consolidated financial
statements  should  be read in conjunction with the audited financial statements
and  notes  thereto  which are included in Proteo, Inc.'s Form 10-KSB filed with
the  Securities  and  Exchange  Commission  on  April  14,  2004.

The  results  of  operations for the three-month period ended March 31, 2004 are
not  necessarily  indicative  of  the  results to be expected for the full year.

Nature  of  Business

TriVantage Group, Inc. changed its name to Proteo, Inc. on January 11, 2002, and
currently  trades  its  common  stock  on the OTC Bulletin Board of the National
Association  of  Securities  Dealers  under  the  symbol  "PTEO".

Proteo Marketing, Inc. ("PMI") was incorporated in the State of Nevada and began
operations  on  November  22,  2000.  In  December  2000,  PMI  entered  into  a
reorganization  and stock exchange agreement with Proteo Biotech AG, ("PBAG"), a
German corporation, incorporated in Kiel, Germany. As a result, PBAG is a wholly
owned subsidiary of PMI.  On April 25, 2002, PMI completed a reverse merger with
the  Company.


Page  4

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2004


1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION  (continued)

Nature  of  Business  (continued)

The  Company  and  its  subsidiary  intend  to develop, manufacture, promote and
market pharmaceuticals and other biotech products. The Company is focused on the
development  of  pharmaceuticals  based on the human protein Elafin. Elafin is a
human  protein  that  naturally occurs in human skin, lungs, and mammary glands.
The  Company  believes  Elafin  may  be  useful  in  the  treatment  of  cardiac
infarction,  serious injuries caused by accidents, post surgery damage to tissue
and  complications  resulting  from  organ  transplantations.

Since  its inception, the Company has primarily been engaged in the research and
development of its proprietary product Elafin. Once the research and development
phase  is complete, the Company will begin to manufacture and obtain the various
governmental  regulatory  approvals for the marketing of Elafin.  The Company is
in the development stage and has not generated any significant revenues from any
product  sales.  The  Company  believes  that  none of its planned products will
produce  sufficient revenues in the near future.  As a result, the Company plans
to  identify  and  develop  other  potential products.  There are no assurances,
however, that the Company will be able to produce such products, or if produced,
that  they  will  be  accepted  in  the  marketplace.

Development  Stage  and  Going  Concern

The  Company  has  been  in  the  development stage since it began operations on
November  22,  2000,  and  has  not  generated  any  significant  revenues  from
operations,  and  there  is  no  assurance  of  any  future  revenues.

The  Company will require substantial additional funding for continuing research
and  development, obtaining regulatory approval and for the commercialization of
its  product.  There can be no assurance that the Company will be able to obtain
sufficient  additional funds when needed, or that such funds, if available, will
be  obtainable  on  terms  satisfactory  to  the  Company.

Management  has  taken  action  to  address  these  matters.  They  include:

-     Retention  of  experienced  management personnel with particular skills in
the  commercialization  of  such  products.
-     Attainment  of  technology  to  develop  additional  biotech  products.
-     Raising  additional  funds through the sale of debt and equity securities.
-     Applying  for  additional  research  grants.

Page  5

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2004

1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION  (continued)

Development  Stage  and  Going  Concern  (continued)

The Company's products, to the extent they may be deemed drugs or biologics, are
governed  by  the  Federal  Food,  Drug and Cosmetics Act and the regulations of
State  and  various  foreign  government  agencies.  The  Company's  proposed
pharmaceutical  products to be used with humans are subject to certain clearance
procedures  administered  by  the  above  regulatory  agencies.  There can be no
assurance  that  the  Company  will receive the regulatory approvals required to
market  its  proposed products elsewhere or that the regulatory authorities will
review  the  product  within  the  average  period  of  time.

Management  plans  to  obtain  revenues  from  product  sales,  but  there is no
commitment  by  any persons for purchase of any of the proposed products. In the
absence  of  significant  sales  and  profits,  the  Company  may  seek to raise
additional funds to meet its working capital requirements through the additional
sales of debt and equity securities. There is no assurance that the Company will
be  able  to obtain sufficient additional funds when needed, or that such funds,
if  available,  will  be  obtainable  on  terms  satisfactory  to  the  Company.

These circumstances, among others, raise concerns about the Company's ability to
continue  as a going concern. The accompanying consolidated financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.

Principles  of  Consolidation

The condensed consolidated financial statements have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
and  include the accounts of the Company and its wholly owned subsidiaries.  All
significant  intercompany  accounts  and  transactions  have  been eliminated in
consolidation.

Recent  Accounting  Pronouncements

Recent accounting pronouncements discussed in the Notes to the December 31, 2003
and  2002 consolidated financial statements filed previously with the Securities
and  Exchange  Commission in Form 10-KSB that were required to be adopted during
the  year  ended  December  31,  2004  did  not have a significant impact on the
Company's  financial  statements.

Page  6

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2004

2.  INVENTORY

Inventory  is  stated  at  the  lower  of  cost (first-in, first-out) or market.
Inventories  are  entirely  comprised  of  research  supplies  and  materials.


3.  STOCK  SUBSCRIPTIONS  RECEIVABLE  AND  OTHER  STOCK  ISSUES

During the three-month period ended March 31, 2004, the Company received $50,000
in  connection  with  stock  subscriptions  receivable.  Management  expects the
outstanding  balance  of  the  stock  subscription  receivable to be received in
installments  through  August  2005.

There  have  been  no issuances of preferred stock during the three-month period
ended  March  31,  2004,  nor  have  any  stock  options  been  granted.

The  Company  previously  entered  into  a  common stock purchase agreement with
FIDEsprit  to  purchase  up  to  1,000,000 shares of the Company's common stock.
Under the agreement, the Company will sell its common stock at a price per share
equal  to  40%  of the average ask price for the 20 trading days previous to the
date  of  subscription,  as  quoted  on a public market.  However, the price per
share  will  be no less than $0.40.  The agreement shall expire upon the earlier
of the purchase of 1,000,000 or December 31, 2004.  The Company issued no shares
under  this  agreement  during  the  three-month  period  ended  March 31, 2004.


4.  LOSS  PER  SHARE

The  Company computes net loss per common share using SFAS No. 128 "Earnings Per
Share."  Basic  loss  per common share is computed based on the weighted average
number  of shares outstanding for the period. Diluted loss per share is computed
by  dividing  net  loss  by the weighted average shares outstanding assuming all
dilutive  potential  common shares were issued. There were no dilutive potential
common  shares  at  March  31,  2004  and  2003.

Page  7

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2004

5.  FOREIGN  CURRENCY  TRANSLATION

Assets  and  liabilities  of the Company's German operations are translated into
U.S. dollars at period-end exchange rates; equity transactions are translated at
historical  rates;  and  income  and  expense are translated at weighted average
exchange rates for the period.  Net exchange gains or losses resulting from such
translation  are  excluded  from  net earnings but are included in comprehensive
income  and  accumulated  in  a  separate  component  of  stockholders'  equity.
Accumulated  comprehensive  income  approximated  $233,000  at  March  31, 2004.


6.  SEGMENTS  OF  AN  ENTERPRISE  AND  RELATED  INFORMATION

The  Company  adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and  Related Information." SFAS No. 131 establishes standards for the way public
companies  report  information  about segments of their business in their annual
financial statements and requires them to report selected segment information in
their  quarterly  reports  issued  to shareholders. It also requires entity-wide
disclosures  about  the  products  and services an entity provides, the material
countries in which it holds assets and reports revenues and its major customers.
The  Company  considers  itself  to operate in one segment and has not generated
significant revenues since its inception.  All fixed assets are located Germany.


7.  GRANTS

Proteo  Biotech  AG's  previous  research  grant  from  the  German  state  of
Schleswig-Holstein  expired  during the three-month period ended March 31, 2004.
No  grant  funds were received during such time.  At March 31, 2004, the Company
was in the process of applying to the German state of Schleswig-Holstein and the
European  Union  for  additional  grants  to  further  develop  its  product.

In  May  2004  the  German State of Schleswig-Holstein granted Proteo Biotech AG
approximately  760,000  Euros  for  further  research  and  development  of  the
Company's  pharmaceutical  product  Elafin. The new Grant covers the period from
April  1,  2004  to  March  31,  2007 if certain milestones have been reached by
September  30  of  each  year,  with  a  possible  extension  as  defined in the
agreement.

The  new  Grant covers 49.74 % of eligible research and development costs and is
subject  to  the  Company's ability to cover the remaining 50.26 % of the costs.

Page 8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CAUTIONARY  STATEMENTS:

This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities  Exchange  Act  of  1934.  The  Company  intends  that  such
forward-looking  statements  be  subject  to  the  safe  harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that  involve a number of risks and uncertainties. Accordingly, to
the  extent  that  this  Quarterly  Report  contains  forward-looking statements
regarding  the financial condition, operating results, business prospects or any
other  aspect  of  the  Company,  please  be  advised  that the Company's actual
financial  condition,  operating  results  and  business  performance may differ
materially  from  that  projected or estimated by the Company in forward-looking
statements. The differences may be caused by a variety of factors, including but
not  limited  to  adverse  economic  conditions,  intense competition, including
intensification  of price competition and entry of new competitors and products,
adverse  federal,  state  and  local  government regulation, inadequate capital,
unexpected  costs  and  operating  deficits,  and  increases  in  general  and
administrative  costs,  and  other specific risks that may be alluded to in this
Quarterly  Report  or  in  other reports issued by the Company. In addition, the
business  and  operations  of  the Company are subject to substantial risks that
increase  the  uncertainty  inherent  in  the  forward-looking  statements.  The
inclusion  of  forward looking statements in this Quarterly Report should not be
regarded  as  a  representation  by  the  Company  or  any other person that the
objectives  or  plans  of  the  Company  will  be  achieved.

The  Company  does  not  currently  generate  any  significant  revenue from its
operations  and  does  not  expect  to  report any significant revenue until the
successful  development  and  marketing  of its planned pharmaceutical and other
biotech products. Additionally, after the launch of the Company's service, there
can  be no assurance that the Company will generate positive cash flow and there
can  be  no  assurances  as  to  the  level of revenues, if any, the Company may
actually  achieve  from  its  planned  operations.

Plan  of  Operations

The  Company intends to specialize in the research, development and marketing of
drugs  for inflammatory diseases with Elafin as its first project. The Company's
management  deems  Elafin  to  be  one of the most prospective substances in the
treatment  of  serious  tissue and muscle damage. Independently conducted animal
experiments  have  indicated  that  Elafin may have benefits in the treatment of
tissue  and muscle damage caused by insufficient oxygen supply and therefore may
be  useful in the treatment of heart attacks, serious injuries and in the course
of  organ  transplants.  Other  applications  have  yet  to  be  determined.

The  Company  intends  to implement Elafin as a drug in the treatment of serious
tissue  and  muscle damage, e.g. due to traffic accidents and intends to achieve
governmental  approval  in  Europe  first. Currently, management assumes that it
will take at least five years to achieve first governmental approval for the use
of  Elafin  as  a  drug in the treatment of serious tissue and muscle damage. In
order  to  conduct  pre-clinical  and  clinical  trials,  the Company must first
complete  the  research  and  development  of an efficient production process in
accordance  with  GMP  (Good  Manufacturing  Practices)  standards.

<PAGE>

The  Company's  success  will  depend  on  its  ability  to  implement efficient
production  process  in  accordance with GMP standards, to examine toxicology in
animal experiments, and to prove that Elafin is well tolerated by humans and its
efficiency  in  the  indicated  treatment.  There  can  be no assurance that the
Company  will  be  able  to develop feasible production procedures in accordance
with  GMP  standards,  or that Elafin will receive any governmental approval for
the  use  as  drug  in  any  of  the  intended  applications.

In  collaboration  with  a  non-affiliated  third party company, the Company has
identified  the yeast to be utilized in the production of Elafin and has ordered
the third party to develop efficient clones of such yeasts. Further, the Company
has  optimized  the yeast expression systems to increase efficient production of
such yeasts. Also, the Company is in the process of equipping its facilities and
to scale up its fermentation facilities to be able to produce sufficient amounts
of  Elafin  for  its  research  and  development.
In  collaboration  with  another  non-affiliated  third  party,  the Company has
successfully  completed animal studies about the acute toxicity of a single dose
intravenous  application  of  Elafin  in  mice  and  rats  as  well as continuos
intravenous  application  of  Elafin  in  rats  over  two  weeks.

LIQUIDITY  AND  CAPITAL  RESOURCES

Since Inception, the Company has raised a total of approximately $3,666,000 from
the  sale  of  17,853,179 shares of common stock, of which 5,085,487 shares have
been  sold at $0.40 per share under a stock subscription agreement in the amount
of  approximately  $2,035,000  .  As of March 31, 2004, the Company has received
approximately  $849,000  related  to  the  stock  subscription  agreement.

Additionally, the Company's wholly owned German subsidiary Proteo Biotech AG had
received  a  grant  from  the  German  State Schleswig-Holstein in the amount of
approximately  $994,000  (790,000  Euros).  Such grant covered 47.95% of related
costs  and  expenses of research and development of the Company's Elafin project
during the period from 2001 to  March 2004 and was offset against such costs and
expenses.  The  grant  depended on the Company's ability to cover 52.05% of such
costs  and  expenses, and from the achievement of milestones. All funds eligible
under  the Grant were received prior to December 31, 2003.  We received no funds
during  the  quarter  ended March 31, 2004; however, subsequent to that date the
German  State  of  Schleswig-Holstein  granted  Proteo  Biotech AG approximately
760,000  Euros  for  further  research  and  development  of  the  Company's
pharmaceutical  product  Elafin.  The  new Grant covers the period from April 1,
2004  to  March 31, 2007 if certain milestones have been reached by September 30
of  each  year,  with  a possible extension as defined in the agreement. The new
Grant  covers  49.74 % of eligible research and development costs and is subject
to  the  Company's  ability  to  cover  the  remaining  50.26  %  of  the costs.

The Company's cash was approximately $386,000 as of March 31, 2004. The decrease
compared  to  approximately $491,000 as of December 31, 2003 is primarily due to
research  and  development expenditures, net of cash received for for subscribed
stock.   We  received  no  grant funds during the three-month period ended March
31,  2004.

The  Management  of  the Company believes that the Company will not generate any
significant  revenues in the next few years, nor will it have sufficient cash to
fund  operations.  As a result, the Company's success will largely depend on its
ability to secure additional funding through the sale of its Common Stock and/or
the  sale of other debt securities. There can be no assurance, however, that the
Company  will be able to consummate debt or equity financing in a timely manner,
or  on  a  basis  favorable  to  the  Company,  at  all.

CAPITAL  EXPENDITURES

The Company intends to purchase capital equipment over the next twelve months to
meet  the  Company's  research  and  development  requirements.  The  costs  are
estimated  to  total  approximately  $150,000.  Further,  the Company intends to
utilize  third  party  services  in  its  research and development over the next
twelve  months.  Such  costs  are  estimated  to  total  approximately $120,000.

<PAGE>

ITEM  3.  CONTROLS  AND  PROCEDURES

Prof.  Oliver  Wiedow,  the Company's principal executive and financial officer,
has  evaluated  the  effectiveness  of  the  Company's  disclosure  controls and
procedures  (as  defined  in Rule 13a-14(c) under the Securities Exchange Act of
1934)  as  of  a date within 90 days of the filing of this report. Based on that
evaluation,  he  has  concluded  that  the  Company's  disclosure  controls  and
procedures are adequate and effective. There have been no significant changes in
the  Company's  internal  controls  or in other factors that could significantly
affect  internal  controls  subsequent to the date Prof. Oliver Wiedow completed
his  evaluation.


Part  II

Item  1  -  Legal  Proceedings

None

Item  2  -  Changes  in  Securities  and  Use  of  Proceeds

None

Item  3  -  Default  upon  Senior  Securities

None

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

None

Item  5  -  Other  information

None

Item  6  -  Exhibits  and  Reports  on  Form  8-K

(a)          Exhibits

31.1   Certificate of Oliver Wiedow pursuant to Rules 13a-15(c) and 15d-15(c)

32     Certificate of Oliver Wiedow pursuant to Section 906

b)          Reports  on  Form  8-K

None

<PAGE>
                          SIGNATURES

Pursuant to the requirements 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.

                              PROTEO, INC.

                              By /s/ Oliver Wiedow
                              ----------------------------------
                              Oliver Wiedow
                              Principal Executive Officer

Dated: May 14, 2004