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

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

               |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)

                                 (949) 253-4616
                (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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer |_|   Accelerated filer |_|   Non-accelerated filer |_|
Smaller reporting company|X| |_|

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


The approximate aggregate market value of voting stock held by non-affiliates of
the registrant was $17,518,960 as of September 30, 2008.

                                   23,879,350
   (NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF AT SEPTEMBER 30, 2008)



                       DOCUMENTS INCORPORATED BY REFERENCE

None.


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               AMENDMENT NO. 2 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. 2 on Form
10-K/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") and amended by Amendment No. 1 to Form 10-KSB, which was filed on July
31, 2008, to amend Part II Item 8A(T) of the Original Filing to include
additional information required by such item.

         Except as stated above or otherwise specifically described herein, no
other changes have been made to the Original Filing, and this Amendment does not
amend, update or change the financial statements or any other items or
disclosures in the Original Filing. This Amendment 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 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.

         Because of SEC Release No. 33-8876, the Company is filing this
amendment using the applicable information requirements of Form 10-K. In a Form
10-K, "Controls and Procedures" are (temporarily) designated as Item 9A(T). As a
result, Part II Item 8A(T) of the Original Filing is amended in its entirety to
read as follows:

ITEM 9A(T) - CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) that are intended 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 internal
control over financial reporting was completed, our internal control over
financial reporting was not effective to satisfy the objectives for which it is
intended because of the material weakness described above.

         Our plan to remediate the aforementioned material weakness is to
utilize an outside consulting resource to prepare and review interim and annual
financial statements.

         Our December 31, 2007 annual report on Form 10-KSB 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 the aforementioned 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:  October 21, 2008

                                        PROTEO, INC.
                                        (Registrant)



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