<PAGE>

                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)

                                 (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

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|

<PAGE>


               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.



                                       2
<PAGE>

         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.


                                       3
<PAGE>

                                   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:

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

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
------------------------------------------ -------------------------------- --------------------------------
</TABLE>



                                       4