UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549



FORM 10-K/A

(Amendment
No. 1)



(Mark One)

☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal
year ended December 31, 2019.



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.

(Exact Name
of Registrant as Specified in Its Charter)



|Nevada                                                                                 | 90-0019065                                                     
|-------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|(State
        or Other Jurisdiction of
        Incorporation
        or Organization) | (I.R.S.
        Employer
        Identification
        Number)



2102 Business
Center Drive

Irvine, California 92612

(Address
of principal executive offices) (Zip Code)



Registrant’s
telephone number, including area code: (949) 253-4155



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class | Name
    of Each Exchange on Which Registered
|----------------------- | ---------------------------------------------
|None                    | None                                         



Securities
registered pursuant to 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 ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.  Yes ☐ No ☒



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 ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).  Yes ☒ No ☐



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



|Large accelerated
    filer | ☐ | Accelerated
    filer     | ☐
|--------------------------- | - | ------------------------- | -
|Non-accelerated filer       | ☒ | Smaller reporting company | ☒
|Emerging growth company     | ☐ |                           |  



If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



The
aggregate market value of the registrant’s voting equity held by non-affiliates of the registrant, computed by reference
to the closing sales price for the registrant’s common stock on June 28, 2019, as reported on the OTC Pink, was approximately
$328,000. (1)



Number
of shares of Common Stock outstanding as of April 7, 2020: 33,379,350

____________

(1) Excludes
13,952,359 shares of common stock held by directors and officers, and any stockholder whose ownership exceeds five percent of
the shares outstanding as of June 30, 2019.



Documents
Incorporated by Reference

None.


















EXPLANATORY
NOTE



Proteo, Inc.
(the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K, originally
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2020 (the “Original Form 10-K”),
solely to disclose (i) that the Company had filed the Original Form 10-K after the March 30, 2020 deadline otherwise applicable
to such filing (the “Original Deadline”) in reliance on the 45-day extension provided by an order issued by the SEC
under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release
No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the
“Order”); and (ii) the reasons why the Company could not file the Original Form 10-K on a timely basis before the
Original Deadline, as described below.



On March 30,
2020, the Company filed a Current Report on Form 8-K with the SEC (the “Form 8-K”) to indicate its intention to rely
on the Order for a filing extension in connection with the Company’s filing of the Original Form 10-K. Consistent with the
Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-K prior to the Original Deadline
due to circumstances related to the coronavirus disease 2019 (COVID-19). Following the COVID-19 diagnosis for one of the Company’s
employees, the Company closed its corporate offices and requested all employees to work remotely until further notice. Employees
affected by such closure included certain of the Company’s key personnel of its German-based wholly-owned subsidiary, Proteo
Biotech AG, whom are responsible for assisting the Company in the preparation of its financial statements. Additionally, the Company’s
external accountant in Germany also switched to partial home office operations. This did not allow for timely access to certain
accounting information, which contributed to the overall delay in completing the required financial statements of the Company.
Accordingly, the Company relied on the Order because it was unable to timely file the Original Form 10-K by the Original Deadline
without undue hardship and expense to the Company due to COVID-19.



In addition,
as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal
financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
The Company is not including the certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350) as no financial statements are being filed with this Amendment.



Except as described
above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment
does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original
Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings
with the SEC subsequent to the filing of the Original Form 10-K.















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PART IV



ITEM 15
- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 
|---- | ---------------------------------------------------------------------------------------------------------
|     |                                                                                                          
|31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
|     |                                                                                                          

____________

|* | Filed
    herewith.
|- | -------------------
|  |                    



































3







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.



|                    | PROTEO, INC.
        (Registrant)
|------------------- | ---------------------------------
|                    |                                  
|                    |                                  
|Dated: May 12, 2020 | By:                              
|                    |                                  
|                    |                                  



































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