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

                                   FORM 10-KSB

     (Mark One)

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

     For the fiscal year ended December 31, 2002

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

     For the transition period from _________ to _________

     Commission File No. 0-30728


                                  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)

                         2775 MESA VERDE EAST, F#101
                        COSTA MESA, CALIFORNIA, 92626
              (Address of Principal Executive Offices) (Zip Code)

                              (949) 979-7074
                       (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 $0.001
                            (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  [  ]

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  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  ]

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

     State  the  aggregate  market  value of 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 prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)   As  of December 31, 2002, the Issuer had
8,510,434  shares  of  common stock held by non-affiliates valued at $12,765,651
based on the closing market price for the common stock on April 14, 2003.

     State  the  number of shares outstanding of each of the issuer's classes of
common equity,  as  of  the  latest  practicable  date.  21,600,434 at March 31,
2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes No  [ X ]

<PAGE>

                                TABLE OF CONTENTS

                                     PART I


Item 1          Description of Business.

Item 2          Description of Property

Item 3          Legal Proceedings

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

                                     PART II

Item 5          Market for Common Equity and Related Stockholder Matters.

Item 6          Management's Discussion and Analysis or Plan or Operations.

Item 7          Financial Statements.

Item 8          Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.


                                    PART III

Item 9          Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section
          16(a) of the Exchange Act.

Item 10        Executive Compensation

Item 11        Security Ownership of Certain Beneficial Owners and Management.

Item 12        Certain Relationships and Related Transactions.

Item 13        Exhibits and Reports on Form 8-K.

Item 14.       Controls and Procedures

<PAGE>


                                     PART  I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Financial  Information-Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations." Forward-looking statements also
include  statements  in  which words such as "expect,"  "anticipate,"  "intend,"
"plan,"  "believe,"  "estimate,"  "consider"  or  similar  expressions are used.

Forward-looking  statements  are  not  guarantees  of  future  performance. They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM 1 - DESCRIPTION OF BUSINESS

COMPANY  OVERVIEW

Proteo,  Inc.  (the  "Company")  is  a Nevada corporation formed on December 18,
1992. The Company was originally incorporated as The Flintlock Company. Later it
was  necessary  for the Company to change its name to The Old American Flintlock
Company  when  it was reinstated on January 9, 1996. Then, on February 12, 1998,
the Company changed its name to American Flintlock Company. On May 18, 1999, the
Company  changed  its  name  to  Page Active Holdings, Inc. On or about July 11,
2002,  the  Company  changed  its  name  to  Trivantage  Group, Inc. The Company
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 became a
wholly  owned  subsidiary  of  PMI.

The  Company  entered  into  a  Shell  Acquisition  Agreement  (the "Acquisition
Agreement")  with  PMI.  In  accordance  with  the  Acquisition  Agreement,  PMI
originally  acquired  176,660,280  shares  (1,313,922  post  split, as described
below)  of  the  Company's  common  stock  representing  90%  of  the issued and
outstanding  common  stock  of  the  Company. Upon completion of the Acquisition
Agreement,  the  Company  completed  a  one  for one-hundred-fifty reverse stock
split.  In  conjunction  with  the Acquisition Agreement, PMI paid approximately
$500,000  to  SiteStar  Corporation,  the  former  parent  of  the  Company.

Effective  April 25, 2002, the shareholders of PMI exchanged their shares of PMI
for  an  aggregate  of  20,286,512  shares  of  the  Company to effect a reverse
acquisition  (the "Merger") between the PMI and Proteo, Inc. As all the existing
officers  and  directors  of  the  Company  resigned  and management of PMI were
elected  and  appointed  to  such  positions,  thereby  effectuating a change of
control.  By  virtue  of  the  Merger,  the  stockholders  of  the  PMI acquired
20,286,512 shares of Proteo, Inc. The total issued and outstanding shares of the
combined entities subsequent to the Merger were 21,600,434 shares. The number of
shares  issued  to  the PMI shareholders reflected additional investments in the
combined  entities.

DESCRIPTION  OF  BUSINESS

     The Company and the Subsidiary intend to develop, manufacture, promote, and
market  pharmaceuticals  and other biotech products.  However, we do not believe
that  any  of  our planned products will produce sufficient revenues in the next
six  years  to  support  us financially.  We currently expect to only sell small
quantities  of  these  products  in  the first few business years.  We intend to
identify  and  develop  other  potential  products.  To  achieve  profitable
operations,  the  Company,  independently  or in collaboration with others, must
successfully  identify,  develop,  manufacture, and market proprietary products.
The  products  and  technologies  we  intend to develop will require significant
commitments  of  personnel  and  financial  resources.

     Our  business  strategy  is  focused  on the development of pharmaceuticals
based on human protein.  Specifically, we intend to initially focus our research
on  the development of drugs based on the human protein Elafin.  We believe that
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  transplantation.

     Elafin  is  a  human protein that naturally occurs in human skin, lungs and
the  mammary gland.  Elafin is an elastase inhibitor which inhibits the activity
of  two  enzymes  called  elastase  and proteinase 3.  Both of these enzymes are
known  to  be  involved  in  the  breakdown  of  tissue  in various inflammatory
diseases.  Elafin is believed to protect cells containing it against destruction
by  these  enzymes.  We  intend  to utilize Elafin as a drug in the treatment of
various  diseases  and  injuries.

     We  believe that Elafin may be useful as a drug in the treatment of cardiac
infarction.  Cardiac infarction appears as a result of deficiencies in the blood
supply of heart muscles caused by damage to the supplying coronary vessels.   As
an  immediate  result,  the  heart  weakens and the heart muscles are destroyed.
Damage  to  tissue caused by cardiac infarction will slowly form scars.  Current
methods  of  treatment  are  aimed  at  restoring the blood supply to the heart,
either  by  replacement with new blood vessels (bypass surgery) or by removal of
blood-clots in the coronary vessels (lyse therapy).  Utilizing this methods, the
mortality  of  patients  suffering  from  cardiac  infarction  is  reduced  from
approximately  12%  to  8%  during clinical treatment.  The remaining deaths are
mainly  a  result  of  inflammation  of  the  heart  muscle  after  the  cardiac
infarction,  which causes the destruction of the affected muscle tissue.  Animal
experiments  have  shown  that  Elafin  may be effective in protecting the heart
muscles  against  destruction  after  blood  supply  was  interrupted.

     Elafin  may  also  be  useful  in  the  treatment of the seriously injured.
Similar to damage of heart muscles as described above, much of the damage caused
by  serious  injuries  appear  after  the  injury  causing  event (e.g.: traffic
accidents).  In emergency treatment following accidents, the blood supply, nerve
fibers  and  the stability of bones and joints are given priority.  Due to blood
supply  deficiencies,  inflammation will occur in injured muscles and in injured
vessels.  Because  muscles  may be destroyed by the inflammation, limbs may have
to  be  amputated  despite  successful  surgeries.  Elafin  may  protect muscles
against  damage caused by inflammation.  In animal experiments, rat legs treated
with Elafin remained almost unaffected, although the blood supply of the leg was
cut  off  for  six  hours.

     Elafin  may  also  be  used  in  the  course  of heart transplantation.  To
transplant  hearts  successfully,  simultaneous treatment with anti-inflammatory
drugs  is  necessary.  Inflammations  of  transplanted  organs are mainly caused
either  by  rejection  of  the  organ  by  the  immune system or by blood supply
deficiencies  during the transplantation.  Although various drugs are used today
to  avoid  the  rejection of the organ, such rejections still occur quite often.
Therefore,  additional anti-inflammatory drugs are needed, which may potentially
prevent  damages  caused  by blood supply deficiencies.  Animal experiments have
shown  that  treatment  solely  with  Elafin may avoid rejection of transplanted
hearts.

     Other  preliminary data indicate that Elafin may be useful in a broad range
of other applications whether pharmaceutical or not.  Therefore, we will attempt
to encourage other scientists, research centers as well as other companies to do
research  and development on Elafin for other applications than described above.
For  example,  Elafin  may  also be effective in the treatment of dermatological
diseases  and  defects,  or  as  ingredient  in  cosmetics.

     Proteo  owns  licenses to exclusively develop products based on patents and
filings  relating  to  Elafin, including nine patents already issued and another
four  patent  applications  already in the process of patent office reviews.  Of
the  issued  patents,  two  patents  were  issued  in  the  U.S.

     Further,  Proteo intends to engage in the research and development of other
drugs  and biotechnical products based on human protein.  We may also be able to
implement  unique  technologies  and biotechnological production procedures that
may  enable  the  Company  to  offer  related  services  to  other  companies.

     We  have  received  a  grant  in  the amount of 790,000 Euro (approximately
$854,000)  from  the  government  of the German state Schleswig-Holstein for the
research  and  pre-clinical  development of the our pharmaceuticals based on the
human protein Elafin.  Such grant required that the Company prove its economical
ability  to  cover  at  least 50% of the project costs on its own as well as the
achievement of  milestones.

     Initially,  Proteo  will focus on the development of a production procedure
for  Elafin  and  the  initiation  of  clinical  trials  to achieve governmental
approval  for  the  use  of  Elafin  as a drug.  After development of production
procedures  have  been achieved, we will initiate pre-clinical and subsequently,
Phase  1,  2, and 3 clinical trials to determine the safety and effectiveness of
Elafin  as  a  drug.

     Our goals for German (CE Mark) approval on our initial product designed for
patients  suffering  from  serious  injuries is targeted for 2007 and U.S. (FDA)
approval  in  2010.  It  should  be  noted that this specialized application, if
successfully developed, would have a market potential substantially smaller than
the  overall  market  of Elafin for more widespread applications such as for the
treatment  of  cardiac  infarction.

THE  SUBSIDIARY

In December 2000, PMI entered into a reorganization and stock exchange agreement
with  the  shareholders  of Proteo Biotech AG and acquired all of the issued and
outstanding  capital  stock of Proteo Biotech AG, a German corporation, with its
principal  place  of  business located in Kiel, Germany. As PMI was subsequently
acquired  in  a  reverse  merger  by  the Company, Proteo Biotech AG is the only
subsidiary  of  Proteo.

Proteo  Biotech AG was formed in Kiel, Germany, on April 6, 2000. Proteo Biotech
AG  is in the business of developing a pharmaceutical based on the human protein
called  Elafin and possible by-products thereof as well as related technologies.
The  President  and  CEO  of  Proteo Biotech AG is currently Ulrich Glaeser. The
directors  of Proteo Biotech AG are Prof. Oliver Wiedow, MD., Birge Bargmann and
Barbara  Kahlke,  MD.

To  date,  our Subsidiary has not had any profitable operations. Furthermore, we
do  not  anticipate  that we will have profitable operations in the near future.

COLLABORATION  WITH  OTHER  COMPANIES

     In  an  effort  to  provide  the  Company  with  some revenue which will be
utilized  in  the  implementation  of  our  business  plan, our Subsidiary plans
periodically to provide research and development and manufacturing services as a
sub-contractor  and/or consultant to unaffiliated companies which do not compete
with  the Company.  We plan to explore such opportunities if deemed advantageous
to  the  Company.

COMPETITION

     The market for our planned products and technologies is highly competitive,
and  we  expect competition to increase.  We will compete with many other health
care research product suppliers, most of which will be larger than Proteo.  Some
of  our  anticipated  competitors  offer  a  broad range of equipment, supplies,
products  and  technology,  including  many  of  the  products  and technologies
contemplated  to be offered by us.  To the extent that customers exhibit loyalty
to  the  supplier  that  first  supplies  them  with  a  particular  product  or
technology,  our  competitors  may have an advantage over Proteo with respect to
such products and technologies.  Additionally, many of our competitors have, and
will  continue  to  have, greater research and development, marketing, financial
and  other  resources  than  us  and,  therefore, represent and will continue to
represent  significant  competition  in our anticipated markets.  As a result of
their size and the breadth of their product offering, certain of these companies
have  been  and  will  be able to establish managed accounts by which, through a
combination  of  direct computer links and volume discounts, they seek to gain a
disproportionate  share of orders for health care products and technologies from
prospective  customers.  Such  managed  accounts present significant competitive
barriers  for  us.  It  is  anticipated  that  we  will  benefit  from  their
participation  in  selected  markets,  which,  as  they  expand, may attract the
attention  of  our  competitors.  The  business  of  research and development of
pharmaceuticals  for  the  treatment  of  cardiac  infarction  is  intensely
competitive.  Major  companies with immense financial and personal resources are
also  engaged  in  this  field.

     Currently,  we  are not aware of any substance available in the market with
similar  effectiveness to Elafin.  Elastase inhibitors such as Elafin, which may
be  applied  to  humans,  have  been  under  research  and  development  in  the
pharmaceutical  industry  for  more  than ten years.  Currently, there have been
more  than  200  related patents granted.  Most of these substances are produced
synthetically,  and  are not applicable in the treatment of cardiac infarctions.
Three  other  elastase  inhibitors,  secretory  leukoprotease  inhibitor (SLPI),
alpha-1-antitrypsin  and  recombinant  monocyte/neutrophil  elastase  inhibitor
(rM/NEI),  are  similar  to  Elafin in that they are of human descent and may be
applied  like  Elafin  principally.  Three  other  substances under development,
ZD8321,  ZD0892  and ONO-5046 are artificial elastase inhibitors, which may have
comparable  effectiveness  to  that  of  Elafin.

Secretory  Leukoprotease  Inhibitor  (SLPI)

     Amgen,  Inc.  is  the  owner  of the patent for SLPI.  Amgen purchased this
patent  by  acquiring  Synergen,  Inc.  SLPI  is  quite  similar  to  Elafin.
Nevertheless,  SLPI  has  some  disadvantages in its intended application in the
treatment  of  cardiac infarctions and in the treatment of serious injuries.  It
is  only  effective  against  one  (leukocyte-elastase)  of  the  two
(leukocyte-elastase  and proteinase 3) major enzymes which destroy tissue, while
Elafin  has  shown  effectiveness against both. Therefore, Elafin is probably of
higher  effectiveness.  Furthermore, SLPI is not as stable as Elafin, which is a
disadvantage  in  its  distribution as a drug.  SLPI was discovered much earlier
than  Elafin,  therefore,  the  remaining  term of the covering patent should be
shorter  than that related to Elafin.  Amgen does not mention the development of
SLPI  as  a  drug  in  its  annual  report  of  1998.

Alpha-1-antitrypsin

Human  blood contains relatively large amounts of alpha-1-antitrypsin naturally.
Research  into  the  use  of  alpha-1-antitrypsin  for  the treatment of cardiac
infarctions,  shock  and of other serious inflammations has been ongoing for the
last  twenty  years.  Compared  to  Elafin,  however, there are some substantial
problems related to alpha-1-antitrypsin. For example, alpha-1-antitrypsin is not
as  stable  as  Elafin,  and  therefore, from the scientific point of view it is
probably  not  as effective as Elafin. Additionally, alpha-1-antitrypsin is very
difficult  to  produce.  The  existing  biotechnological  procedure  to  produce
alpha-1-antitrypsin  is  to  use  genetically  manipulated  sheep, which produce
alpha-1-Antitrypsin  in  their  milk.  Existing  flocks  of sheep do not produce
sufficient  amounts  of  alpha-1-antitrypsin. As a result, experiments involving
cloning of sheep (such as "Dolly") have been performed to produce a better flock
of  sheep  compatible  with  the  production  of  alpha-1-antitrypsin.

Recombinant  monocyte/neutrophil  elastase  inhibitor  (rM/NEI)

     This  compound  of human descent is currently under development for the use
in cystic fibrosis and to be applied by inhalation devices. IVAX Corporation has
entered into a license option agreement with the Center for Blood Research, Inc.
(CBR),  an  affiliate  of the Harvard Medical School, which holds the rights for
this  compound.

ZD8321  and  ZD0892

     Both  ZD8321  and  ZD0892  have  been  developed  by  AstraZeneca  with the
intention  of  treating  lung  diseases.  However,  AstraZeneca  has  recently
suspended  both  inhibitors  from  their  research  and  development  pipeline.

ONO-5046  (Sivelestat)

     Ono  Pharmaceutical  Co.  Ltd., Japan is currently developing the synthetic
elastase  inhibitor  ONO-5046  (Sivelestat)  for  the  use  in adult respiratory
distress  syndrome  and acute lung injury. In 2000 Eli Lilly has signed a letter
of  intent  with ONO Pharmaceutical Co., Ltd., on the development, manufacturing
and  marketing  of  Sivelestat.

GOVERNMENT  REGULATION

     Proteo  and  the Subsidiaries are,  and  will  continue  to  be, subject to
governmental  regulation  under  the  Occupational  Safety  and  Health Act, the
Environmental  Protection  Act,  the  Toxic  Substances  Control  Act, and other
similar  laws  of general application, as to all of which Proteo believes it and
the  Subsidiary  are  in  material  compliance.  Any  future of, and the cost of
compliance with, these laws and regulations could have a material adverse effect
on the business, financial condition, and results of operation of Proteo and the
Subsidiary.

Because  of  the nature of the operations of Proteo and the Subsidiaries and the
use  of  hazardous  substances  and  their  ongoing research and development and
manufacturing  activities,  Proteo and the Subsidiaries are subject to stringent
federal,  state  and  local  laws, rules, regulations and policies governing the
use,  generation,  manufacturing,  storage,  air  emission,  effluent discharge,
handling  and  disposal of certain materials and wastes. Although it is believed
that  Proteo and the Subsidiaries are in material compliance with all applicable
governmental  and environmental laws, rules, regulations and policies, there can
be  no  assurance  that  the  business,  financial  conditions,  and  results of
operations  of  Proteo  and  the  Subsidiaries  will not be materially adversely
affected  by  current  or  future  environmental  laws,  rules,  regulations and
policies,  or  by  liability occurring because of any past or future releases or
discharges  of  materials  that  could  be  hazardous.

     Additionally,  the  clinical  testing, manufacture, promotion and sale of a
significant  majority  of  the  products  and  technologies  of  Proteo  and the
Subsidiary, if those products and technologies are to be offered and sold in the
United  States,  are  subject  to  extensive regulation by numerous governmental
authorities  in  the United States, principally the FDA, and corresponding state
regulatory agencies. Additionally, to the extent those products and technologies
are to be offered and sold in markets other than the United States, the clinical
testing, manufacture, promotion and sale of those products and technologies will
be  subject  to similar regulation by corresponding foreign regulatory agencies.
In general, the regulatory framework for biological health care products is more
rigorous  than  for  non-biological  health care products. Generally, biological
health care products must be shown to be safe, pure, potent and effective. There
are numerous state and federal statutes and regulations that govern or influence
the  testing,  manufacture,  safety,  effectiveness,  labeling,  storage, record
keeping,  approval, advertising, distribution and promotion of biological health
care  products. Non-compliance with applicable requirements can result in, among
other  things,  fines,  injunctions,  seizures  of  products,  total  or partial
suspension  of  product marketing, failure of the government to grant pre-market
approval,  withdrawal  of  marketing  approvals,  product  recall  and  criminal
prosecution.

PATENTS,  LICENSES  &  ROYALTIES

     The Subsidiaries  own  licenses  to  exclusively  develop products based on
patents  and  filings including nine (9) patents already issued and another four
(4) patent applications already in the process of patent office reviews.  Of the
issued  patents  are  two  (2)  patents  which  have  been  issued  in  the U.S.

Prof.  Wiedow, a director of the Company, will receive three percent (3%) of the
gross  revenues  of  Proteo and the Subsidiary from products based on patents of
which  he was the principal inventor. Further, Prof. Wiedow will receive license
fees in the amount of approx. $100,000 per year and a refund for all expenses to
maintain  the  patents (patent fees, lawyers fees, etc.) Such license fees shall
be  reduced  by  any  other royalties paid to Dr. Wiedow. As of the date of this
annual  report,  no  fees  have been paid to Professor Wiedow although some have
been  accrued.

     AstraZeneca  Inc. (formerly Zeneca Inc., formerly ICI Pharmaceuticals Inc.)
had  held  the  patents  for  elafin  for  several  years  and has significantly
contributed  to  the current knowledge. Therefore, AstraZeneca Inc. will receive
two  percent  (2%)  of  the  gross  revenues  of  Proteo and the Subsidiary from
products  based  on  patents  in  which Prof. Wiedow was the principal inventor.

Proteo holds an exclusive license of those patents:

USA          US     5464822
USA          US     6245739
EU           EP     0402068
Japan        JP     2989853
Australia    AU     636148
Canada       CA     2018592
Finland      FI     902880
Ireland      IE     070520
Israel       IL     094602
New Zealand  NZ     233974
Norway       NO     177716
Portugal     PT     094326
South Africa ZA     9004461

EMPLOYEES

     Currently,  Proteo  has  one  full time employee, and Proteo Biotech AG has
six employees.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

In  October  2001,  the  Company  entered  into  several  leases  for office and
laboratory  facilities  in  Germany beginning January 2002 and expiring at dates
through  December 2011. Certain leases have a rental adjustment in 2007 based on
the  consumer  price  index.

Future minimum rental payments under non-cancelable operating lease commitments,
in  Euros  and  equivalent  Dollars (based on December 31, 2002 exchange rates),
approximate  the  following  for  the  years  ending  December  31:

2003        21,000       $  22,000
2004        17,000          17,500
2005        17,000          17,500
2006        17,000          17,500
2007        17,000          17,500
Thereafter  65,000          70,000

           154,000      $  162,000

The  Company  also  leases  office  space  in  Costa  Mesa,  California  on  a
month-to-month  basis.  Total  rental  expense  for all facilities for the years
ended December 31, 2002 and 2001 approximated $45,000 and $25,000, respectively.


ITEM  3  -  LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None

<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  following  table  sets  forth  the closing prices for shares of the Company
Common  Stock for the periods noted, as reported by the National Daily Quotation
Service,  the Over-the-Counter Bulletin Board maintained by Nasdaq, and the Pink
Sheets.  Quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down or commission and may not represent actual transactions. The Company's
Common Stock was originally listed on the NASDAQ Over-the-Counter Bulletin Board
on  April  2, 1998 under the trading symbol AFLK. On May 21, 1999, the Company's
symbol  was  changed  to  PAHI.  On  October  12, 2001, the Company's symbol was
changed  to TVGE. In conjunction with the Company's name change to Proteo, Inc.,
the  Company's  symbol  was  changed  to  PTEO  on  January  28,  2002.

                         BID PRICES
     YEAR     PERIOD                      HIGH         LOW
                                         -------     -------
     2001      First Quarter                 N/A          N/A
               Second Quarter                N/A          N/A
               Third Quarter                 N/A          N/A
               Fourth Quarter              34.50         3.00

     2002      First Quarter               10.501         .15
               Second Quarter              10.25          .14
               Third Quarter               15.00         2.95
               Fourth Quarter              15.00         1.50

     2003      First Quarter                1.40         .85
               Second Quarter (to 4/15/03)  1.50         .75

__________________
N/A - Not available.

NUMBER OF SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the company as
of  the close of business on April 14, 2003 was 1,737.  Many of the shares of
the  Company's  Common  Stock  are  held  in  "street name" and consequently may
reflect  numerous  additional  beneficial  owners.

DIVIDEND POLICY

To  date,  the  Company  has declared no cash dividends on its Common Stock, and
does  not expect to pay cash dividends in the near term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.

PENNY STOCK

Until  the  Company's  shares  qualify  for  inclusion in the Nasdaq system, the
public  trading,  if  any,  of  the  Company's  common  stock will be on the OTC
Bulletin  Board.  As a result, an investor may find it more difficult to dispose
of,  or  to  obtain  accurate  quotations  as  to the price of, the common stock
offered.  The  Company's  common stock is subject to provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  commonly referred to as the "penny stock rule." Section 15(g) sets forth
certain  requirements  for  transactions  in  penny  stocks,  and  Rule 15g-9(d)
incorporates the definition of "penny stock" that is found in Rule 3a51-1 of the
Exchange  Act. The SEC generally defines "penny stock" to be any equity security
that  has  a  market  price  less  than  $5.00  per  share,  subject  to certain
exceptions. If the Company's common stock is deemed to be a penny stock, trading
in  the  shares  will  be  subject  to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors.  "Accredited  investors"  are persons with assets in
excess  of  $1,000,000  or annual income exceeding $200,000 or $300,000 together
with  their spouse. For transactions covered by these rules, broker-dealers must
make  a  special suitability determination for the purchase of such security and
must  have  the  purchaser's  written  consent  to  the transaction prior to the
purchase.  Additionally,  for  any  transaction  involving a penny stock, unless
exempt,  the  rules  require  the delivery, prior to the first transaction, of a
risk  disclosure  document,  prepared  by  the  SEC, relating to the penny stock
market.  A  broker-dealer also must disclose the commissions payable to both the
broker-dealer  and the registered representative, and current quotations for the
securities.  Finally,  monthly  statements  must be sent disclosing recent price
information  for  the  penny  stocks  held  in an account and information on the
limited  market  in  penny  stocks.  Consequently,  these rules may restrict the
ability  of  a  broker-dealer to trade and/or maintain a market in the Company's
common  stock  and  may affect the ability of the Company's shareholders to sell
their  shares.

RECENT SALES OF UNREGISTERED SECURITIES

On  April  25,  2002,  pursuant  to an Agreement and Plan of Share Exchange, the
Company  issued  an  aggregate  of  20,286,512 shares of its common stock to the
shareholders  of  Proteo Marketing, Inc.  The shares were issued without general
solicitation  in  a  private  transaction  to foreign residents and "accredited"
domestic  residents  in  an  offering  exempt  from  registration  pursuant  to
Regulation  S  and  D  of  the  Securities  Act  of  1933.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CAUTIONARY  STATEMENTS:

This  Annual  Report  on Form 10-KSB 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  Annual  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
Annual  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 Annual 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.

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  recently  rented  facilities  and  to  scale up its fermentation
facilities  to  be able to produce sufficient amounts of Elafin for its research
and  development. The Company's management intends to have animal experiments on
the  toxicology  as  needed  to  enter governmental approval procedures in 2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

Since Inception, the Company has raised a total of approximately $3,626,000 from
the  sale  of 17,786,512 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 December 31, 2002, the Company has received
approximately  $410,000  related  to  the  stock  subscription  agreement.

Additionally, the Company's wholly owned German subsidiary Proteo Biotech AG has
received  a  grant  from  the  German  State Schleswig-Holstein in the amount of
approximately  $770,000.  Such  grant  shall  cover  49.99% of related costs and
expenses  of research and development of the Company's Elafin project during the
period from 2001 to 2004 and will be offset against such costs and expenses. The
grant  will  depend  on  the Company's ability to cover 50.01% of such costs and
expenses,  and  from  the  achievement  of  milestones. During the twelve months
period  ended December 31, 2002, the Company has received approximately $304,000
of  the grant which has been netted against the related research and development
expenses.

The  Company's  cash  was  approximately  $449,000  as of December 31, 2002. The
decrease  compared to approximately $1,161,000 as of December 31, 2001 is due to
research  and development expenses as well as to the acquisition of the majority
in  stock of Trivantage, Inc. (TVGE) prior to the reverse merger. The management
assumes  that  the  company's  cash  will be sufficient for the current business
year.

During  the  period  ended  December  31,  2002,  the Company paid approximately
$500,000 to Sitestar (the former parent of TriVantage Group, Inc.) in connection
with  the  reverse  merger.  The  Company  recorded the payment of approximately
$500,000 in general and administrative expenses during the period ended December
31,  2002.

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.

GOING  CONCERN

The  Company's  independent  certified  public  accountants have stated in their
Auditor's  Report  included  in  the  Form  10-KSB that the Company has incurred
operating  losses,  has  a working capital deficit, losses from operations and a
significant  stockholder's  deficit.  These  conditions,  among  others,  raise
substantial  doubt  about  the Company's ability to continue as a going concern.

The  Company  intends  to  fund  operations  through  increased sales and equity
financing arrangements which management believes may be insufficient to fund its
capital expenditures, working capital and other cash requirements for the fiscal
year  ending  December 31, 2003. Therefore, the Company will be required to seek
additional  funds  to its long-term operations. The successful outcome of future
activities  cannot  be determined at this time and there is no assurance that if
achieved,  the  Company  will  have  sufficient  funds  to  execute its intended
business  plan  or  generate  positive  operating  results.

Inflation

Management  believes  that  inflation  has  not  had  a  material  effect on the
Company's  results  of  operations.


ACCOUNTING  MATTERS

Critical  Accounting  Policies

In  December  2001,  the  SEC requested that all registrants list their three to
five  most  "critical  accounting policies" in the MDA. The SEC indicated that a
"critical  accounting policy" is one which is both important to the portrayal of
the  Company's  financial  condition and results, and requires management's most
difficult,  subjective  or  complex judgements, often as a result of the need to
make  estimates  about  the  effect of matters that are inherently uncertain. We
believe  that  our  following  accounting  policies  fit  this  definition:

Grants

The  Company  receives  grants from the German government which are used to fund
research  and  development  activities and the acquisition of equipment. Revenue
from  grants  for  the  reimbursement  of  research and development expenses are
offset  against  research  and  development  expenses  in  the  accompanying
consolidated  statements  of  operations when the related expenses are incurred.
Grants  related  to  the  acquisition  of  tangible  property  are recorded as a
reduction  of  the  property's  historical  cost.

Funds  are  available  at the earliest from January 1 of each budget year with a
fund  request submitted on or before December 5 of each year. Funds reserved for
each  budget  year  may not be assigned and funds not requested by December 5 of
each  budget  year  will  expire.

Foreign  Currency  Translation

Assets  and  liabilities  of the Company's German operations are translated into
U.S.  dollars  at  period-end  exchange  rates.  Net  exchange  gains  or losses
resulting  from such translation are excluded from net earnings but are included
in  comprehensive  loss and accumulated in a separate component of stockholders'
equity.  Such  amount  was  $95,564 at December 31, 2002. Income and expense are
translated  at  weighted  average exchange rates for the period. During 2002 and
2001,  the  Company  had  no  significant  foreign exchange transaction gains or
losses.

Risks  and  Uncertainties

The  Company maintains its cash in uninsured accounts and not in bank depository
accounts  insured  by  the  Federal  Deposit  Insurance  Corporation (FDIC). The
Company  has  not  experienced  any  losses  in  these  uninsured  accounts.

The  Company's  research  and  development activities and most of its assets are
located  in Germany.  The Company's operations are subject to various political,
economic, and other risks and uncertainties inherent in Germany and the European
Union.

Comprehensive  Income  (Loss)

The  Company adopted SFAS No. 130 "Reporting Comprehensive Income." SFAS No. 130
establishes  standards  for reporting and display of comprehensive income (loss)
and  its components in a full set of general-purpose financial statements. Total
comprehensive  income  (loss)  represents the net change in stockholders' equity
during  a  period  from sources other than transactions with stockholders and as
such,  includes  net  earnings.  For  the  Company,  the  components  of  other
comprehensive  income  (loss) are the changes in the cumulative foreign currency
translation  adjustments and are recorded as components of stockholders' equity.


ITEM  7  -  FINANCIAL  STATEMENTS

The  consolidated  financial statements and corresponding notes to the financial
statements  called  for by this item appear under the caption Index to Financial
Statements  (Page  F-1  hereof).

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

Effective  February 11, 2002, the Board of Directors of the Company approved the
engagement  of Squar, Milner, Reehl & Williamson, LLP Public Accountants ("Squar
Milner") as its independent auditors for the fiscal year ended December 31, 2001
to replace Stonefield Josephson, Inc. ("Stonefield Josephson").  The Company did
not  consult  with  Squar  Milner  on  any  matters  prior  to  their retention.

Effective  March 29, 2002, the Board of Directors of the Company dismissed Squar
Milner  as  its independent auditors for the fiscal year ended December 31, 2001
and  approved  the  re-engagement  of  Stonefield  Josephson  as  Squar Milner's
replacement.  Stonefield Josephson had previously been the Company's independent
auditors. The decision to change auditors was approved by the Company's Board of
Directors.  Stone Josephson completed the Company's financial statements for the
year  ended  December  31,  2001.

Effective  July  2,  2002,  the  Board  of  Directors  of  the Company dismissed
Stonefield  Josephson  and  re-engaged  of Squar  Milner. The decision to change
auditors  was  approved  by  the  Company's  Board  of  Directors.

The report of Stonefield Josephson on the Company's financial statements for the
fiscal  years  ended  December  31,  2000 and December 31, 2001, and the related
statements  of operations, stockholder's equity and cash flows for the two years
then  ended  did  not  contain an adverse opinion or a disclaimer of opinion and
were  not  qualified  or  modified as to uncertainty, audit scope, or accounting
principles.

During the two most recent fiscal years and any subsequent interim period, there
were  no  disagreements  with  Stonefield Josephson on any matters of accounting
principles  or  practices, financial statement disclosure, or auditing scope and
procedures  which,  if  not resolved to the satisfaction of Stonefield Josephson
would  have caused Stonefield Josephson to make reference to the matter in their
report.

Prior  to  the  financial statements for the year ended December 31, 2002, Squar
Milner  had not audited or reviewed any of the Company's financial statements or
issued  any  other  report  to  the  Company.  Since  the  date of their initial
engagement  on  February  11, 2002 and their reengagement on July 2, 2002, there
have  been  no  disagreements  with  Squar  Milner  on any matters of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure  which, if not resolved to the satisfaction of Squar Milner would have
caused  Squar  Milner  to  make  reference  to  the  matter  in  their  report.


<PAGE>
                                    PART III

ITEMS  9  -  DIRECTORS,  EXECUTIVE  OFFCIERS,  PROMOTERS  AND  CONTROL  PERSON;
COMPLIANCE  WITH  SECTION  16  (A)  OF  THE  EXCHANGE  ACT

     The  following  table  sets  forth  the  names  and ages of the current and
incoming  directors and executive officers of the Company, the principal offices
and  positions  with  the  Company  held by each person and the date such person
became  a  director or executive officer of the Company.  The executive officers
of  the  Company  are elected annually by the Board of Directors.  The directors
serve one year terms until their successors are elected.  The executive officers
serve  terms  of  one  year  or until their death, resignation or removal by the
Board  of  Directors.  Unless described below, there are no family relationships
among  any  of  the  directors  and  officers.

     Name                         Age     Positions

     Joerg  Alte                   42     President,  Chief  Executive Officer,
                                          Chief Financial Officer, and Director

     Professor Oliver Wiedow, MD.  45     Director

     Birge  Bargmann               42     Director

     Holger  Pusch                 46     Director

     Ulrich  Glaeser               45     Secretary  and  Director

     Hartmut  Weigelt,  Ph.D.      57     Director

Biographical  Information:

     Joerg  Alte,  currently  serves  as the President, Chief Executive Officer,
Chief  Financial  Officer  and  Director  of  the Company.  Mr. Alte is a German
lawyer  by  training  and  practice.  After  studying law and passing his second
state  examination,  he  worked for more than three years at a German law office
predominantly  engaged  in  economic  and  corporate  laws  with both public and
private  company  clients  engaged  in international business. Subsequently, Mr.
Alte  worked  as a legal advisor with a German diagnostic company, where he also
practiced  German  and  U.S. Securities laws.  From November 1998 to April 2000,
Mr.  Alte  served as President and CEO for Sangui BioTech International, Inc., a
publicly  traded  company.

     Prof.  Oliver  Wiedow, M.D., currently serves as a Director of the Company.
Since  1985  Professor  Wiedow  has  served  as  physician  and scientist at the
University  of  Kiel,  Germany.  Currently,  Prof.  Wiedow  is  a  Professor  of
dermatology,  venerology  and  allergology  at  the  university's dermatological
clinic.  Mr.  Wiedow  discovered  Elafin  in  human  skin and has researched its
biological  effects.  He  has  knowledge in biochemistry which is needed for the
production  of  Elafin.

     Birge Bargmann, currently serves as a Director of the Company.  Since 1989,
Ms.  Bargmann  has worked as a medical technique assistant engaged in the Elafin
project  at  the  dermatological  clinic  of  the  University  of  Kiel.  She
co-developed  and  carried  out  procedures  to  detect  and to clean up Elafin.

     Holger  Pusch,  currently serves as a Director of the Company. Mr. Pusch is
presently  employed by Agfa-Gaevert. For the last 15 years, Mr. Pusch has worked
in  different  marketing  and  sales functions for major German companies, among
others  as  Director  of  Marketing  and  Division  Leader.

Ulrich  Glaeser, currently serves as Secretary and as a Director of the Company.
Before  joining  Proteo  Biotech  AG as Chief Executive Officer in May 2001, Mr.
Glaeser  was  sales  and  marketing  manager at Draeger ProTech GmbH in Luebeck,
Germany.  In  addition  to  his  degrees  in economics and engineering, he has a
Master  of  Business  Marketing (MBM) degree from the Free University of Berlin.

     Hartmut  Weigelt,  Ph.D.,  currently  serves  as a Director of the Company.
Since  1996,  Mr. Weigelt has served as the managing director of Eco Impact GmbH
which  he  co-founded.  Between  1995  and 1996, Mr. Weigelt was the Director of
Environmental  Agency  for the city of Dortmund, Germany.  From 1992 to 1994 Mr.
Weigelt  served  as the managing directgor of Environmental Resources Management
GmbH.  From  1989  to  1992 Mr. Weigelt worked as the Director for Environmental
Risk-Analysis and Business Coordination for Gerling AG (a large German insurance
company).  From  1987  to  1989  Mr.  Weigelt  worked  as  the  Director  for
Drug-Development-Coordination  of Schering AG (a German pharmaceutical company).
Between  1972  to  1985,  Mr.  Weigelt  worked  for  Max-Planck-Institute  for
Systems-Physiology.  Mr.  Weigelt  was  also  a  co-founder  of the first German
private  university, Witten/Herdecke.  Mr. Weigelt studied chemistry and biology
and  graduated  with  a  M.Sc.,  Ph.D.,  and  D.Sc.  in  biology.

FAMILY RELATIONSHIPS

There  are  no  family  relationships  between or among the directors, executive
officers  or  persons nominated or charged by the Company to become directors or
executive  officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

To  the best of the Company's knowledge, during the past five years, none of the
following  occurred  with  respect  to a present or former director or executive
officer  of  the  Company:  (1)  any bankruptcy petition filed by or against any
business of which such person was a ageneral partner or executive officer at the
time  of  the  bankruptcy  or  within  two  years  prior  to  that time; (2) any
conviction  in  a  criminal  proceeding  or  being subject to a pending criminal
proceeding  (excluding  traffic  violations and other minor offenses); (3) being
subject  to  any order, judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  any  competent  jurisdiction,  permanently  or
temporarily  enjoining, barring, suspending or otherwise limited his involvement
in  any  type of business, securities or banking activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or  vacated.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all Section 16(a) forms they file. To the Company's knowledge,
based  solely  on  the review of copies of such reports furnished to the Company
and written representations that no other reports were required, the Company has
been  informed  that  all  Section  16(a)  filing requirements applicable to the
Company's  officers,  directors  and  greater than ten percent shareholders were
complied  with.

ITEM  10  -  EXECUTIVE  COMPENSATION

The  following Summary Compensation Table shows certain compensation information
for  services rendered in all capacities for the fiscal years ended December 31,
2000,  2001  and  2002.  Other  than as set forth herein, no executive officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

Summary  Compensation  Table
----------------------------

     The  Summary  Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2000
and  2002.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

<TABLE>
<CAPTION>
                                                             SUMMARY COMPENSATION TABLE

                                          ANNUAL  COMPENSATION                          LONG  TERM  COMPENSATION
                                         ----------------------                         AWARDS           PAYOUTS
                                                                                    -------------------------------
                                                                OTHER        RESTRICTED  SECURITIES                 ALL
NAME AND                                                        ANNUAL         STOCK     UNDERLYING    LTIP        OTHER
PRINCIPAL                          SALARY        BONUS       COMPENSATION      AWARDS     OPTIONS     PAYOUTS   COMPESATION
POSITION               YEAR         ($)           ($)            ($)            ($)       SARS (#)      ($)         ($)
---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>             <C>          <C>               <C>       <C>          <C>       <C>
Earl T. Shannon (1)   2000      $   60,000        -0-             -0-           -0-        500,000      -0-         -0-
(Prior President,
Secretary,
Treasurer, Director)

Joerg Alte            2002      $   96,000        -0-             -0-           -0-           -0-       -0-         -0-
(Chief Executive Officer,
Chief Financial Officer
and Director
</TABLE>

(1)  Mr.  Shannon  is no longer affiliated with the Company and his options were
cancelled  as  part  of  the  reverse  merger.


<TABLE>
<CAPTION>


                                   OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                            (INDIVIDUAL GRANTS)


                  NUMBER OF SECURITIES      PERCENT OF TOTAL
                       UNDERLYING         OPTIONS/SAR'S GRANTED
                 OPTIONS/SAR'S GRANTED   TO EMPLOYEES IN FISCAL    EXERCISE OF BASE PRICE
NAME                      (#)                     YEAR                     ($/SH)           EXPIRATION DATE
                 ----------------------  -----------------------  ------------------------  ---------------
<S>                         <C>                     <C>                      <C>                       <C>
Joerg Alte                    0                    n/a                      n/a

</TABLE>


<TABLE>
<CAPTION>



                                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                               AND FY-END OPTION/SAR VALUES


                                                                   NUMBER OF UNEXERCISED      VALUE OF UNEXERCISED IN
                                                                   SECURITIES UNDERLYING       THE-MONEY OPTION/SARS
                   SHARES ACQUIRED ON             VALUE            OPTIONS/SARS AT FY-END (#)        AT FY-END ($)
NAME                  EXERCISE (#)             REALIZED ($)        EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
                 ----------------------  ------------------------  --------------------------  --------------------------
<S>                        <C>                     <C>                       <C>                         <C>

Joerg Alte                 -0-                    -0-                         -0-                       -0-

</TABLE>

Compensation of Directors

     The  Directors  have  not  received  any  compensation  for serving in such
capacity,  and  the  Company  does  not  currently  contemplate compensating its
Directors  in  the  future  for  serving  in  such  capacity.


<PAGE>
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth, as of December 30, 2002, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive Officers as a group. The
address  for  all of the following entities and individuals is c/o Proteo, Inc.,
2775  Mesa  Verde  Drive  East,  #F101,  Costa  Mesa,  CA  92626.

<TABLE>
<CAPTION>

                              Name and Address of     Amount and Nature of       Percent
Title of Class                Beneficial Owner        Beneficial Ownership (1)   of Class
----------------------------  ----------------------  ------------------------   --------
<S>                           <C>                     <C>                        <C>
Common                        Oliver Wiedow
Stock                                                      10,680,000            52.31%

Common                        Birge Bargmann
Stock                                                       2,000,000             9.80%

Common                        Holger Pusch
Stock                                                          20,000             0.10%

Common                        Ulrich Glaeser
Stock                                                         100,000             0.49%

Common                        Hartmut Weigelt
Stock                                                         150,000             0.73%

Common                        Joerg Alte
Stock                                                         140,000             0.69%

Common                        All officers and directors
Stock                          as a group (6 persons)      13,090,000            64.12%

</TABLE>

(1)     Based on 21,600,434 shares outstanding.

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  entered  into  a  Shell  Acquisition  Agreement  (the "Acquisition
Agreement")  with  PMI.  In  accordance  with  the  Acquisition  Agreement,  PMI
originally  acquired  176,660,280  shares  (1,313,922  post  split, as described
below)  of  the  Company's  common  stock  representing  90%  of  the issued and
outstanding  common  stock  of  the  Company. Upon completion of the Acquisition
Agreement,  the  Company  completed  a  one  for one-hundred-fifty reverse stock
split.  In  conjunction  with  the Acquisition Agreement, PMI paid approximately
$500,000  to  SiteStar  Corporation,  the  former  parent  of  the  Company.

     On  December  28,  2001,  the  Company  entered  into the Shell Acquisition
Agreement  which  resulted in a restructuring of the Company's management, Board
of  Directors,  and  ownership.  Many  of  the  directors and officers of Proteo
Marketing,  Inc.  became  directors,  officers  of  the  Company.

     The  Company  has  agreed  to  pay Prof. Wiedow, a director of the Company,
three  percent  (3%)  of  the  gross  revenues of Company from products based on
patents  where  he  was  the  principal  inventor.  Furthermore, the Company has
agreed  to  pay  licensing  fees  in  the  amount of 110,000 Euro (approximately
$118,000  at  April  15, 2003)  per year and a refund for all expenses needed to
maintain the patents (e.g., patent fees, lawyers fees, etc).

<PAGE>

     AstraZeneca,  Inc.  (formerly  Zeneca,  Inc., formerly ICI Pharmaceuticals,
Inc.)  has  held  the  patents for Elafin (Proteo's primary product) for several
years and has significantly contributed to the current knowledge. Therefore, the
Company  has  agreed  to pay AstraZeneca Inc. 2% of the gross revenues of Proteo
and  the Subsidiary from products based on patents in which Prof. Wiedow was the
principal  inventor.

     The  officers  and  directors  of  the  Company  may  be  engaged  in other
businesses,  either  individually  or  through  partnerships and corporations in
which  they  have  ownership  interests,  hold  offices  or  serve  on Boards of
Directors.

     The Company will attempt to resolve any such conflicts of interest in favor
of the Company. The officers and directors of the Company are accountable to the
Company  and  the  Company's  shareholders  as  fiduciaries.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT
NO.     DESCRIPTION

2.1**   Agreement and Plan of Share Exchange

3.1*    Articles of Incorporation, dated December 18, 1992

3.2*    Amendment to Articles of Incorporation, dated October 31, 1996

3.3*    Amendment to Articles of Incorporation, dated February 12, 1998

3.4*    Amendment to Articles of Incorporation, dated May 18, 1999

3.5**   Amendment to Articles of Incorporation, dated July 18, 2001

3.6***  Amendment to Articles of Incorporation, dated January 11, 2002

3.7**   Articles of Share Exchange, dated April 25, 2002

3.8*    By-Laws, dated December 18, 1992

99      Sarbanes Oxley Certification

________________________
* Incorporated by reference from the Company's Registration Statement on Form
10-SB filed with the SEC on March 2, 1999.

** Incorporated by reference from the Company's Current Report on Form 8-K filed
  on May 6, 2002

***  Incorporated  by  reference from the Company's Annual Report on Form 10-KSB
filed  with  the  SEC  on  May  10,  2002.

(B)  REPORTS  ON  FORM  8-K

On  January 15, 2002, the Company filed a Current Report on form 8-K reporting a
change  in  control.

On  February  15,  2002,  as  amended  on February 27, 2002, the Company filed a
Current  Report  on  form  8-K  reporting  a  change  in its auditors of record.

On  April 5, 2002, Company filed a Current Report on form 8-K reporting a change
in  its  auditors  of  record.

On  April 5, 2002, Company filed a Current Report on form 8-K reporting the
completion of its Share Exchange with Proteo Marketing, Inc.

On  May  6,  2002,  Company  filed  a  Current  Report on form 8-K reporting the
acquisition  of  Proteo  Marketing,  Inc.

On  July 12, 2002, Company filed a Current Report on form 8-K reporting a change
in  its  auditors  of  record.

On  August 1, 2002, Company  filed  a  Current  Report on form 8-K reporting the
acquisition  of  Proteo  Marketing,  Inc.  including  financial  statements.

ITEM 14.  CONTROLS AND PROCEDURES

Based on their evaluation of the Company's disclosure controls and procedures as
of  a  date  within  90  days  of the filing of this Report, the Chief Executive
Officer  and  Chief  Financial  Officer  have  concluded  that such controls and
procedures  are  effective.  There  were no significant changes in the Company's
internal controls or other factors that could significantly affect such controls
subsequent  to  the  date  of  their  evaluation.

<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:  April 15, 2003

                                     PROTEO, INC
                                     (Registrant)

                                     By: /s/  Joerg  Alte
                                     --------------------------
                                     Joerg Alte,
                                     Chief Executive Officer,
                                     Chief Financial Officer and Director

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
     ---------------------------------------------------------------

     Professor Oliver Wiedow, MD.      Director          April 15, 2002

     Birge  Bargmann                   Director          April 15, 2002

     Holger  Pusch                     Director          April 15, 2002

     Ulrich  Glaeser                   Director          April 15, 2002

     Hartmut  Weigelt,  Ph.D.          Director          April 15, 2002

I, Joerg Alte, certify that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Proteo, Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with respect to the period covered by this report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
Company  as  of,  and  for,  the  periods  presented  in  this  annual  report;

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company
and  I  have:

a.  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in  which  this  annual  report  is  being  prepared;

b.  evaluated  the  effectiveness  of  the  Company's  disclosure  controls  and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c.  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.  I  have  disclosed,  based  on  our most recent evaluation, to the Company's
auditors and the audit committee of the Company's board of directors (or persons
performing  the  equivalent  function):

a.  all significant deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to record, process, summarize
and  report  financial  data  and have identified for the Company's auditors any
material  weaknesses  in  internal  controls;  and

b.  any  fraud,  whether  or  not  material,  that  involves management or other
employees  who  have  a significant role in the Company's internal controls; and

6.  I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to  the  date  of  our  most  recent evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.

April 15, 2003     /s/ Joerg Alte
                   Name:  Joerg Alte
                   Title:  Chief Executive Officer and Chief Financial Officer
<PAGE>





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

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002



<PAGE>







                          INDEX TO FINANCIAL STATEMENTS





Independent  Auditors'  Report                                           F-1

Consolidated  Balance  Sheet                                             F-3

Consolidated  Statements  of  Operations  and  Comprehensive  Loss       F-4

Consolidated  Statements  of  Stockholders'  Equity                      F-5

Consolidated  Statements  of  Cash  Flows                                F-8

Notes  to  Consolidated  Financial  Statements                           F-10



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors  and  Stockholders
Proteo,  Inc.  and  Subsidiaries

We  have audited the accompanying consolidated balance sheet of Proteo, Inc. and
Subsidiaries  (collectively  the  "Company"), a Development Stage Company, as of
December  31,  2002,  and  the related consolidated statements of operations and
comprehensive  loss,  stockholders'  equity  and  cash flows for the years ended
December  31,  2002  and  2001,  and  for  the  period  from  November  22, 2000
(Inception)  to  December  31,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Proteo,
Inc.  and  Subsidiaries as of December 31, 2002, and the consolidated results of
their  operations and their cash flows for the years ended December 31, 2002 and
2001,  and  for  the  period  from November 22, 2000 (Inception) to December 31,
2002,  in conformity with accounting principles generally accepted in the United
States  of  America.


<PAGE>


The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the accompanying
consolidated  financial  statements,  the Company is a development stage company
which  has  experienced significant losses since inception with no revenues.  As
discussed  in  Note  1  to  the consolidated financial statements, a significant
amount of additional capital will be necessary to advance the development of the
Company's  products  to  the point at which they may become commercially viable.
These  conditions,  among  others,  raise  substantial doubt about the Company's
ability  to  continue  as  a  going concern.  Management's plans regarding these
matters  are  also described in Note 1.  The accompanying consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


/s/ Squar, Milner, Reehl & Williamson, LLP

March  28,  2003
Newport  Beach,  California

<PAGE>


                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002

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

Current Assets
Cash                                          $   448,868
Inventory                                          32,611
Prepaid expenses and other current assets          84,376
                                              ------------
                                                  565,855

Property and Equipment, net                       388,100
                                              ------------

                                              $   953,955
                                              ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities      $   180,788
Accrued licensing fees                            210,000
                                              ------------
                                                  390,788

Commitments and Contingencies

Stockholders' Equity
Preferred stock, par value $0.001 per share;
   20,000,000 shares authorized; no shares
   issued and outstanding                               -
Common stock, par value $0.001 per share;
   100,000,000 shares authorized; 21,600,434
   shares issued and outstanding                   21,601
Additional paid-in capital                      3,613,513
Stock subscriptions receivable                 (1,627,755)
Accumulated other comprehensive income             95,564
Deficit accumulated during development stage   (1,539,756)
                                              ------------
                                                  563,167
                                              ------------

                                              $   953,955
                                              ============
</TABLE>

F-3     The  accompanying  notes  are  an  integral  part of  these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
<S>                                     <C>           <C>           <C>
                                                                November
                                                                22, 2000
                                                               (Inception)
                                                                Through
                                                                December
                                        2002          2001      31, 2002
                                 ------------  ------------  ------------

REVENUES                         $         -     $       -    $        -

EXPENSES
General and Administrative           989,687       298,684     1,348,621
Research and Development,
   net of grants                     138,615        81,882       220,497
                                 ------------  ------------  ------------
                                   1,128,302       380,566     1,569,118

OTHER INCOME
Interest income                       12,400         6,455        18,855
Miscellaneous income, net             10,507             -        10,507
                                 ------------  ------------  ------------
                                      22,907         6,455        29,362
                                 ------------  ------------  ------------

NET LOSS                          (1,105,395)     (374,111)   (1,539,756)

FOREIGN CURRENCY
   TRANSLATION ADJUSTMENTS           116,057       (20,493)       95,564
                                 ------------  ------------  ------------

COMPREHENSIVE LOSS               $  (989,338)  $  (394,604)  $(1,444,192)
                                 ============  ============  ============

BASIC AND DILUTED LOSS PER
   COMMON SHARE                  $     (0.05)  $     (0.03)
                                 ============  ============

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING   21,186,000    10,981,000
                                 ============  ============
</TABLE>

F-4     The  accompanying  notes  are  an  integral  part of  these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002



<TABLE>
<CAPTION>
<S>                           <C>            <C>         <C>           <C>          <C>            <C>       <C>
                                                                                               Deficit
                                                                                 Accumulated   Accumulated
                                                     Additional   Stock          Other         During
                                    Common Stock     Paid-in      Subscriptions  Comprehensive Development
                              Shares       Amount    Capital      Receivable     Income (Loss) Stage           Total
                                 ---------  ------     --------   -------------  -------------  ----------  -----------

BALANCE - November 22, 2000
(Inception)                           -   $      -  $         -    $          -  $           - $        -  $         -
Subscription of common
   stock at $0.001 per
   share                         4,800,000   4,800            -          (4,800)             -          -            -
Common stock issued
   for cash at $3.00 per
   share                            50,000      50      149,950               -              -          -      150,000
Reorganization with
   Proteo Biotech AG             2,500,000   2,500        6,009               -              -          -        8,509
Net loss                                 -       -            -               -              -    (60,250)     (60,250)
                                 ---------  ------     --------   -------------  -------------  ----------  -----------
BALANCE -
   December 31, 2000             7,350,000   7,350      155,959          (4,800)             -    (60,250)       98,259
Common stock issued
   for cash at $3.00 per
   share                           450,000     450    1,349,550               -              -          -    1,350,000
Cash received for
   common stock
   subscribed at $0.001
   per share                             -       -            -           4,800              -          -        4,800

(continued)
</TABLE>

F-5          The  accompanying  notes are an integral part of these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
<S>                           <C>            <C>         <C>           <C>          <C>            <C>       <C>
                                                                                               Deficit
                                                                                 Accumulated   Accumulated
                                                     Additional   Stock          Other         During
                                    Common Stock     Paid-in      Subscriptions  Comprehensive Development
                              Shares       Amount    Capital      Receivable     Income (Loss) Stage           Total
                                 ---------  ------     --------   -------------  -------------  ----------  -----------

Common stock issued
   for cash at $0.40 per
   share                           201,025     201       80,209               -              -          -       80,410
Subscription of common
   stock at$0.40 per
   share                         5,085,487   5,086    2,029,109      (2,034,195)             -          -            -
Common stock issued
   for cash to related
   parties at $0.001 per
   share                         7,200,000   7,200            -               -              -          -        7,200
Other comprehensive
   loss                                  -       -            -               -        (20,493)         -      (20,493)
Net loss                                 -       -            -               -              -   (374,111)    (374,111)
                                 ---------  ------     --------   -------------  -------------  ----------  -----------
BALANCE -
   December 31, 2001            20,286,512  20,287    3,614,827      (2,034,195)       (20,493)  (434,361)    1,146,065
Stock issued in
   connection with
   reverse merger                1,313,922   1,314       (1,314)              -              -          -            -
Cash received for
   subscribed stock                      -       -            -         406,440              -          -      406,440

(continued)
</TABLE>

F-6          The  accompanying  notes are an integral part of these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
<S>                           <C>            <C>         <C>           <C>          <C>            <C>       <C>
                                                                                             Deficit
                                                                               Accumulated   Accumulated
                                                   Additional   Stock          Other         During
                                  Common Stock     Paid-in      Subscriptions  Comprehensive Development
                            Shares       Amount    Capital      Receivable     Income (Loss) Stage           Total
                               ---------  ------     --------   -------------  -------------  ----------  -----------

Other comprehensive
   loss                                -       -            -               -        116,057          -      116,057
Net loss                               -       -            -               -              - (1,105,395)  (1,105,395)
                               ---------  ------     --------   -------------  -------------  ----------  -----------
BALANCE -
   December 31, 2002          21,600,434 $21,601   $3,613,513     $(1,627,755)       $95,564 $(1,539,756)   $ 563,167
                              =========   ======    =========   ==============  ============ =========== ============
</TABLE>

F-7          The  accompanying  notes are an integral part of these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002


<TABLE>
<CAPTION>
<S>                                        <C>           <C>          <C>
                                                                         November
                                                                         22,  2000
                                                                         (Inception)
                                                                         Through
                                                                         December
                                                  2002         2001      31, 2002
                                           ------------  -----------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES
Net loss                                   $(1,105,395)  $ (374,111)  $(1,539,756)
Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation                                    20,150            -        20,150
Changes in operating assets and
   liabilities:
Inventory                                      (32,611)           -       (32,611)
Prepaid expenses and other current
   assets                                       (9,172)     (11,542)      (80,714)
Accounts payable and accrued
   liabilities                                  65,606       90,873       156,479
Accrued licensing fees                         110,000      100,000       210,000
                                           ------------  -----------  ------------
Net cash used in operating activities         (951,422)    (194,780)   (1,266,452)

CASH FLOWS FROM INVESTING
   ACTIVITIES
Acquisition of property and equipment         (282,839)    (123,893)     (406,732)
Cash of reorganized entity                           -            -        27,638
                                           ------------  -----------  ------------
Net cash used in investing activities         (282,839)    (123,893)     (379,094)
                                           ------------  -----------  ------------

CASH FLOWS FROM FINANCING
   ACTIVITIES
Proceeds from issuance of common stock               -    1,437,610     1,587,610
Proceeds for subscribed stock                  406,440        4,800       411,240
                                           ------------  -----------  ------------
Net cash provided by financing activities      406,440    1,442,410     1,998,850

FOREIGN CURRENCY
   TRANSLATION ADJUSTMENT                      116,057      (20,493)       95,564
                                           ------------  -----------  ------------

NET (DECREASE) INCREASE IN CASH               (711,764)   1,103,244       448,868

CASH - beginning of period                   1,160,632       57,388             -
                                           ------------  -----------  ------------

CASH - end of period                       $   448,868   $1,160,632   $   448,868
                                           ============  ===========  ============
</TABLE>

(continued)


F-8     The  accompanying  notes  are  an  integral  part  of these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Years Ended December 31, 2002 and 2001, and For the Period
          From November 22, 2000 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
<S>                                        <C>           <C>          <C>
                                                                         November
                                                                         22,  2000
                                                                         (Inception)
                                                                         Through
                                                                         December
                                                  2002         2001      31, 2002
                                           ------------  -----------  ------------

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

Common Stock issued for subscriptions
   receivable                              $         -  $ 2,034,195   $ 1,627,755
                                           ============  ===========  ============
Net assets of reorganized entity in exchange
   for equity securities                   $         -  $         -   $     8,509
                                           ============  ===========  ============
</TABLE>

See accompanying notes to consolidated financial statements for more information
on  non-cash  investing and financing activities during the years ended December
31, 2002 and 2001, and for the period from November 22, 2000 (Inception) through
December  31,  2002.

F-9     The  accompanying  notes  are  an  integral  part  of these consolidated
financial  statements.

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Business

TriVantage  Group,  Inc.  (the  "Company")  changed  its name to Proteo, Inc. on
January  11, 2002.  Proteo Marketing, Inc. ("PMI") was incorporated in the State
of  Nevada  and began operations in November 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. Pursuant to the
terms  of  the agreement, all of the stockholders of PBAG exchanged their common
stock  for  2,500,000  shares of PMI common stock. As a result, PBAG is a wholly
owned subsidiary of PMI.  On April 25, 2002, PMI completed a reverse merger with
the  Company  (see  Note  2).

Proteo,  Inc.  and its subsidiaries (hereinafter collectively referred to as the
"Company")  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 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 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.


F-10

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Development  Stage  and  Going  Concern  (continued)

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.

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 substantial doubt 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.

Risks  and  Uncertainties

The  Company's  line  of  future  pharmaceutical products being developed by its
German subsidiary are deemed as drugs or biologics, and as such, are governed by
the  Federal  Food  and  Drug  and Cosmetics Act and by the regulations of state
agencies and various foreign government agencies. There can be no assurance that
the  Company  will  maintain  the  regulatory  approvals  required to market its
products.  The  pharmaceutical  products,  under development in Germany, will be
subject  to  more  stringent  regulatory  requirements  because they are in vivo
products  for  humans.  The  Company  has  no experience in obtaining regulatory
clearance  on these types of products. Therefore, the Company will be subject to
the  risks  of delays in obtaining or failing to obtain regulatory clearance and

F-11

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Risks  and  Uncertainties  (continued)

other uncertainties, including financial, operational, technological, regulatory
and  other  risks  associated with an emerging business, including the potential
risk  of  business  failure.

Consolidation

The  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 foreign subsidiary. The
operations of the Company's wholly owned foreign subsidiary acquired on December
30,  2000,  are  included  in  the  accompanying  statements  of  operations and
comprehensive  loss  from  such date.  All significant intercompany accounts and
transactions  have  been  eliminated  in  consolidation.

Startup  Activities

The  Company has adopted Statement of Position No. 98-5, ("SOP 98-5") "Reporting
the  Costs  of  Startup Activities." SOP 98-5 requires that all non-governmental
entities expense the costs of startup activities, including organizational costs
as  these  costs  are incurred. The adoption of this standard has not materially
impacted  the Company's results of operations, financial position or cash flows.

Grants

The  Company  receives  grants from the German government which are used to fund
research  and  development activities and the acquisition of equipment (See Note
6).  Revenue  from  grants  for  the  reimbursement  of research and development
expenses  are  offset  against  research  and  development  expenses  in  the
accompanying consolidated statements of operations when the related expenses are
incurred. Grants related to the acquisition of tangible property are recorded as
a  reduction  of  the  property's  historical  cost.

Funds  are  available  at the earliest from January 1 of each budget year with a
fund  request submitted on or before December 5 of each year. Funds reserved for
each  budget  year  may not be assigned and funds not requested by December 5 of
each  budget  year  will  expire.



F-12

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Use  of  Estimates

The  Company  prepares  its consolidated financial statements in conformity with
accounting  principles  generally accepted in the United Sates of America, which
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosure  of  contingent  assets  and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates made by
management  include,  among  others,  realizability  of  long-lived  assets  and
estimates  for  deferred  income  tax  valuation allowance. Actual results could
differ  from  those  estimates.

Financial  Instruments

Statement  of Financial Accounting Standards ("SFAS") No. 107 "Disclosures About
Fair  Value  of  Financial  Instruments"  requires  disclosure  of  fair  value
information  about financial instruments when it is practicable to estimate that
value.  Management believes that the carrying amounts of the Company's financial
instruments,  consisting  primarily  of  cash  and  accounts payable and accrued
expenses,  approximate  their  fair  value  at  December  31, 2002, due to their
short-term  nature.

Foreign  Currency  Translation

Assets  and  liabilities  of the Company's German operations are translated into
U.S.  dollars  at  period-end  exchange  rates.  Net  exchange  gains  or losses
resulting  from such translation are excluded from net earnings but are included
in  comprehensive  loss and accumulated in a separate component of stockholders'
equity.  Such  amount  was  $95,564 at December 31, 2002. Income and expense are
translated  at  weighted  average exchange rates for the period. During 2002 and
2001,  the  Company  had  no  significant  foreign exchange transaction gains or
losses.

Concentrations

The  Company maintains its cash in uninsured accounts and not in bank depository
accounts  insured  by  the  Federal  Deposit  Insurance  Corporation (FDIC). The
Company  has  not  experienced  any  losses  in  these  uninsured  accounts.

The  Company's  research  and  development activities and most of its assets are
located  in Germany.  The Company's operations are subject to various political,
economic, and other risks and uncertainties inherent in Germany and the European
Union.


F-13

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Inventory

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

Property  and  Equipment

Property  and  equipment  are  recorded  at  cost  and are depreciated using the
straight-line  method over their expected useful lives, which range from 3 to 14
years.  Expenditures  for  normal maintenance and repairs are charged to income,
and  significant  improvements are capitalized. The cost and related accumulated
depreciation  of  assets  are removed from the accounts upon retirement or other
disposition;  any  resulting  gain  or  loss  is  reflected  in the consolidated
statements  of  operations.

Long-Lived  Assets

In July 2001, the Financial Accounting Statements Board ("FASB") issued SFAS No.
144,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  be  Disposed  Of."  SFAS  No. 144 addresses financial accounting and
reporting  for the impairment or disposal of certain long-lived assets. SFAS No.
144  requires that certain long-lived assets be reviewed for impairment whenever
events  or changes in circumstances indicate that their carrying amounts may not
be  recoverable.  If  the  cost  basis of a long-lived asset is greater than the
projected  future  undiscounted  net  cash  flows  from  such  asset  (excluding
interest), an impairment loss is recognized. Impairment losses are calculated as
the  difference between the cost basis of an asset and its estimated fair value.
SFAS  No.  144  also  requires  companies  to  separately  report  discontinued
operations  and  extends  that reporting to a component of an entity that either
has  been  disposed  of  (by  sale,  abandonment,  or  in  a  distribution  to
shareholders)  or  is  classified  as  held  for sale. Assets to be disposed are
reported  at  the lower of the carrying amount or fair value less costs to sell.
The  Company  adopted  SFAS  No.  144 on January 1, 2002. The provisions of this
statement  for  assets held for sale or other disposal are generally required to
be  applied  prospectively  after  the  adoption  date  to  any  newly initiated
commitment to a plan to sell such assets by management. As a result, the Company
cannot  determine  the potential effects that adoption of SFAS No. 144 will have
on  the  financial statements with respect to future disposal decisions, if any.
As  of  December  31,  2002,  management  has determined that no such impairment
exists  and  therefore,  no adjustments have been made to the carrying values of
long-lived  assets.  There  can be no assurance, however, that market conditions
will  not  change or demand for the Company's products or services will continue
which  could  result  in  impairment  of  long-lived  assets  in  the  future.




F-14

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Revenue  Recognition

Revenues  from  product  sales  will  be  recognized  at  the  time of shipment.

In  December  1999,  the  Securities  and  Exchange  Commission  released  Staff
Accounting  Bulletin  No. 101, "Revenue Recognition in the Financial Statements"
("SAB  No.  101"),  which provides guidance on the recognition, presentation and
disclosure  of  revenue  in  the  financial  statements  and which was effective
October  1,  2000.  The  Company  believes that once revenues are generated, the
Company's  revenue  recognition  will  conform  to  SAB  No.  101.

Research  and  Development

Research  and  development costs are charged to operations as they are incurred.
Legal  fees  and other direct costs incurred in obtaining and protecting patents
are  expensed as incurred.  Grant funds received (see Note 6) are netted against
research  and  development  costs.

Income  Taxes

The  Company  accounts  for  deferred income taxes using the liability method in
accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred tax assets
and  liabilities  are  recognized  for  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their  respective  tax  bases.  A  valuation allowance is
provided  for  significant  deferred  tax assets when it is more likely than not
that  such  assets  will  not  be  recovered.

Accounting  for  Stock-Based  Compensation

The  Company accounts for stock-based compensation issued to employees using the
intrinsic  value method as prescribed by Accounting Principles Board Opinion No.
25  "Accounting  for  Stock Issued to Employees" ("APB 25"). Under the intrinsic
value method, compensation is the excess, if any, of the fair value of the stock
at the grant date or other measurement date over the amount an employee must pay
to  acquire  the  stock. Compensation, if any, is recognized over the applicable
service  period,  which  is usually the vesting period. The FASB has issued SFAS
No.  123  "Accounting for Stock-Based Compensation", as amended by SFAS No. 148,
"Accounting  for  Stock-Based  Compensation  -  Transition  and  Disclosure,  an
amendment  of FASB Statement No. 123" and interpreted by FASB Interpretation No.
44,  "Accounting  for  Certain  Transactions  Involving  Stock  Compensation, an
Interpretation  of  APB 25." This standard, if fully adopted, changes the method
of  accounting  for  all  stock-based compensation to the fair value method. For
stock  options  and  warrants,  fair  value  is  determined  using  an  option

F-15

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Accounting  for  Stock-Based  Compensation  (continued)

pricing  model  that  takes  into account the stock price at the grant date, the
exercise  price,  the expected life of the option or warrant and the annual rate
of  quarterly  dividends.  Compensation  expense, if any, is recognized over the
applicable  service  period,  which  is  usually  the  vesting  period.

The  adoption  of  the  accounting  methodology of SFAS No. 123 for employees is
optional  and  the  Company  has elected to account for stock-based compensation
issued  to  employees  using  APB  25; however, pro forma disclosures, as if the
Company  adopted  the  cost  recognition  requirements  under  SFAS No. 123, are
required  to  be presented. As of December 31, 2002, the Company has not granted
any stock  options  or  warrants and has not established any stock option plan.

Basic  and  Diluted  Loss  Per  Common  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  December  31,  2002 and 2001.  Additionally, for purposes of
calculating  diluted loss per share, there were no adjustments to net loss.  See
Note  7  for  more  information.

Comprehensive  Income  (Loss)

The  Company adopted SFAS No. 130 "Reporting Comprehensive Income." SFAS No. 130
establishes  standards  for reporting and display of comprehensive income (loss)
and  its components in a full set of general-purpose financial statements. Total
comprehensive  income  (loss)  represents the net change in stockholders' equity
during  a  period  from sources other than transactions with stockholders and as
such,  includes  net  earnings.  For  the  Company,  the  components  of  other
comprehensive  income  (loss) are the changes in the cumulative foreign currency
translation  adjustments and are recorded as components of stockholders' equity.




F-16

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

Segments  of  an  Enterprise  and  Related  Information

The  Company  has  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 generate in one segment and has had
no  significant  revenues  since  its  inception.  See Note 3 for information on
long-lived  assets  located  in  Germany.

Business  Combinations

In  July  2001,  the  FASB  issued  SFAS No. 141, "Business Combinations," which
eliminates  the  pooling  of  interest  method  of  accounting  for  business
combinations  and  requires that all business combinations occurring on or after
July  1,  2001 are accounted for under the purchase method. The adoption of SFAS
No. 141 did not have a material impact on the consolidated financial statements.

Goodwill  and  Intangible  Assets

In  July  2001,  the  FASB  issued  SFAS No. 142, "Goodwill and Other Intangible
Assets,"  which is effective for fiscal years beginning after December 15, 2001.
Early adoption is permitted for entities with fiscal years beginning after March
15,  2001,  provided  that  the first interim financial statements have not been
previously  issued.  SFAS  No.  142  addresses  how  intangible  assets that are
acquired individually or with a group of other assets should be accounted for in
the  financial  statements  upon  their  acquisition  and  after  they have been
initially  recognized  in  the  financial statements. SFAS No. 142 requires that
goodwill  and  intangible  assets  that  have  indefinite  useful  lives  not be
amortized  but rather be tested at least annually for impairment, and intangible
assets  that have finite useful lives be amortized over their useful lives. SFAS
No.  142  provides  specific guidance for testing goodwill and intangible assets
that will not be amortized for impairment. In addition, SFAS No. 142 expands the
disclosure  requirements about goodwill and other intangible assets in the years
subsequent  to  their  acquisition.  Impairment  losses  for  goodwill  and
indefinite-life  intangible  assets that arise due to the initial application of
SFAS  No.  142  are  to  be  reported  as  resulting from a change in accounting
principle.  However, goodwill and intangible assets acquired after June 30, 2001
will  be subject immediately to the provisions of SFAS No. 142. The Company does
not  have  any  goodwill  or  intangible  assets  with  indefinite useful lives.


F-17

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (continued)

New  Accounting  Pronouncements

In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS  No.  143  addresses  financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  The purpose of SFAS No. 143 is to develop
consistent  accounting  of asset retirement obligations and related costs in the
financial statements and to provide more information about future cash outflows,
leverage,  and  liquidity  regarding  retirement  obligations  and  the  gross
investment  in  long-lived  assets.  SFAS  No.  143  is  effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company is
required  to  adopt SFAS No. 143 effective January 1, 2003. The Company does not
anticipate  that the adoption of SFAS No. 143 will have a material effect on its
financial  statements.

The  FASB  has  also recently issued SFAS No. 145, which rescinds three existing
pronouncements  (relating to the intangible assets of motor carriers and certain
debt  extinguishments),  amends  SFAS No. 13, "Accounting for Leases", and makes
technical  corrections  that  are  not  substantive  in  nature to several other
pronouncements.  The  amendment  of  SFAS  No.  13,  which  is  effective  for
transactions occurring after May 15, 2002, requires sale-leaseback accounting by
lessees  for  certain  lease  modifications  that  are  economically  similar to
sale-leaseback  transactions.  SFAS  No.  145 did not have a material affect the
accompanying  2002 financial statements, and is not presently expected to have a
significant  impact  on  the  Company's  future  financial  statements.

SFAS  No.  146,  "Accounting  for  Costs  Associated  with  Exit  or  Disposal
Activities," is effective for such activities initiated after December 31, 2002.
Activities of this type include restructurings (such as relocation of a business
and  fundamental  reorganizations  of a business itself), which may give rise to
costs  such  as  contract  cancellation  provisions,  employee  relocation,  and
one-time  termination  costs. SFAS No. 146 prohibits liability recognition based
solely  on  management's  intent,  and  requires that liabilities be measured at
estimated fair value.  Management has not determined the effect, if any, of SFAS
No.  146  on  the  Company's  future  financial  statements.

Other recent accounting pronouncements are discussed elsewhere in these notes to
the consolidated financial statements.  Management does not believe that, or has
not  determined if, other significant recent accounting pronouncements will have
a  material  effect  on  the  Company's  consolidated  financial  statements.

Reclassifications

Certain amounts presented in the 2001 and inception to date financial statements
have  been  reclassified  to  conform  to  the  current  year's  presentation.


F-18

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
         (A Development Stage Company, Formerly TriVantage Group, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


2.  REVERSE  MERGER

The  Company  entered  into  a  Shell  Acquisition  Agreement  (the "Acquisition
Agreement")  with  Proteo  Marketing,  Inc.  ("PMI").  In  accordance  with  the
Acquisition  Agreement,  PMI  originally  acquired 176,660,280 shares (1,313,922
post  split,  as described below) of the Company's common stock representing 90%
of  the  issued  and outstanding common stock of the Company. Upon completion of
the  Acquisition  Agreement,  the  Company completed a one for one-hundred-fifty
reverse  stock  split.  In  conjunction with the Acquisition Agreement, PMI paid
approximately  $500,000  to  SiteStar  Corporation,  the  former  parent  of the
Company.  Such  amount  was  recorded as acquisition costs during the year ended
December 31, 2002, and is included in general and administrative expenses in the
accompanying  consolidated  statements  of  operations  and  comprehensive loss.

Effective  April 25, 2002, the stockholders of PMI exchanged their shares of PMI
for  an  aggregate  of  20,286,512  shares  of  the  Company to effect a reverse
acquisition (the "Merger") between PMI and Proteo, Inc. By virtue of the Merger,
the  stockholders  of  PMI  acquired 20,286,512 shares of Proteo, Inc. The total
issued  and outstanding shares of the combined entities subsequent to the Merger
was  21,600,434  shares. Since Proteo, Inc.'s previous and continuing operations
and  balance  sheet are insignificant, a pro forma consolidated balance sheet at
December  31,  2002 and consolidated statement of operations for the years ended
December  31,  2002  and  2001  are  not  presented  here.


3.  PROPERTY  AND  EQUIPMENT

Property  and equipment, all located in Kiel, Germany, consists of the following
at  December  31,  2002:

Technical  and  laboratory  equipment     $  250,403
Plant                                        142,109
Office  equipment                              1,234
Computers                                     14,504
                                          ----------
                                             408,250
Less:  Accumulated  depreciation            (20,150)
                                          ----------
                                          $  388,100
                                          ==========

Substantially  all assets were not placed into service until July 2002.  Most of
the  Company's activities prior to July 2002 were conducted in leased facilities
at  the  University  of  Kiel,  Germany.  The  Company  began operations its new
facilities  after  such  date.



F-19

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

4.  STOCKHOLDERS'  EQUITY

Common  Stock

The Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock.  The  holders  of the Company's common stock are entitled to one vote for
each  share  held of record on all matters to be voted on by those stockholders.

In  November  2000, the Company sold and issued 4,800,000 shares of common stock
at  $0.001  per  share  for  $4,800  in cash, which was received in fiscal 2001;
therefore  the  issuance was accounted for as a stock subscription receivable at
December  31,  2000.  During  the year ended December 31, 2001, the Company sold
and  issued an additional 7,200,000 shares of common stock to related parties at
$0.001  per  share  for  $7,200  in  cash.

In  November  2000, the Company sold and issued 50,000 shares of common stock at
$3.00  per  share  for  $150,000  in  cash.

In  December  2000,  the  Company  issued  2,500,000  shares  of common stock in
connection  with  the reorganization and stock exchange agreement with PBAG (see
Note  1).

During  the  year  ended  December 31, 2001, the Company issued and sold 450,000
shares  of  common stock at $3.00 per share to Euro-American GmbH for $1,350,000
in  cash.

During  the year ended December 31, 2002, the Company issued 1,313,922 shares of
common  stock  in  conjunction  with  the  reverse merger with PMI (see Note 2).

During the year ended December 31, 2001, the Company entered into a subscription
for  6,000,000  shares  of  the  Company's common stock with Euro-American GmbH,
valued at $2,400,000.  During the year ended December 31, 2001, 5,286,512 shares
of  Company  common  stock  were  issued  under  this  subscription,  of  which
approximately  $406,000  and $80,000, representing 1,016,100 and 201,025 shares,
has  been  received  during  the  years  ended  December  31,  2002  and  2001,
respectively.

Preferred  Stock

The Company is authorized to issue 20,000,000 shares of non-voting, no par value
preferred stock. The Board of Directors has not designated any liquidation value
or dividend rates. From November 22, 2000 (Inception) through December 31, 2002,
no  preferred  stock  was  issued.



F-20

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

5.  INCOME  TAX  PROVISION

There  is no material income tax expense recorded for the periods ended December
31,  2002  and  2001,  due  to  the  Company's  net  losses.

Income  tax  expense  for  the periods ended December 31, 2002 and 2001 differed
from  the  amounts  computed  by applying the U.S. federal income tax rate of 34
percent  for  the  following  reasons:

                                                           2002          2001
                                                   ------------    ------------
Income tax benefit at U.S. federal statutory rates  $  (376,000)    $ (128,000)
State income tax benefit                                (74,000)       (24,000)
Miscellaneous operating losses not benefited            450,000        152,000
State and local income taxes, net of federal
   income tax effect                                        800            800
                                                   ------------    ------------
                                                         $  800          $ 800
                                                   ============    ============

The  Company  has a deferred tax asset and like amount of valuation allowance of
approximately  $627,000  at  December  31,  2002,  relating primarily to tax net
operating  loss  carryforwards.

The valuation allowance increased by $450,000 during the year ended December 31,
2002.

As  of  December  31,  2002, the Company had net operating loss carryforwards of
approximately  $1,560,000,  $780,000,  and $1,560,000 available to offset future
taxable  Federal, state, and foreign income, respectively. The federal and state
carryforward  amounts  expire  in  varying  years  through 2023. The foreign net
operating  loss  carryforwards  do  not  have  an  expiration  period.

In  the  event  the  Company  were  to  experience  a greater than 50% change in
ownership,  as  defined  in  Section  382  of  the  Internal  Revenue  Code, the
utilization of the Company's tax net operating loss carryforwards ("NOLs") could
be  severely  restricted.  Further,  utilization of the Company's state NOLs for
tax  years  beginning  in  2002  and  2003 will be suspended under provisions of
California  law.




F-21

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

6.  COMMITMENTS  AND  CONTINGENCIES  (continued)

Grants

In  2001,  the  German  state  of  Schleswig-Holstein  granted Proteo Biotech AG
approximately  790,000  Euros  for the research and development of the Company's
pharmaceutical  product  Elafin.  The  grant  originally  covers the period from
February  1,  2001  to  January  31,  2004  if certain milestones are reached by
November 15 of each year, with a possible extension as defined in the agreement.

The  grant  covers  49.99%  of  eligible  research and development costs and are
subject  to the Company's ability to cover the remaining 50.01% of the costs. An
additional  condition  of  the  grant is that the product is to be developed and
subsequently  produced  in  the  German  state  of  Schleswig-Holstein.

The  Company  had  qualified  to receive approximately 322,000 Euros and 153,000
Euros  of  such  grant in 2002 and 2001, respectively. Grant funds approximating
322,000  Euros  and 153,000 Euros have been received and recorded as a reduction
of  research  and development expenses for the years ended December 31, 2002 and
2001,  respectively.  As  of  December  31, 2002, all milestones required by the
grant  were  satisfied.

License  Agreement

On  December  30,  2000,  the  Company entered into a 30-year license agreement,
beginning  January  1, 2001, with Professor Dr. Oliver Wiedow, MD, the owner and
inventor  of  several patents, patent rights and related technologies related to
Elafin.    In  exchange  for  an  exclusive  license worldwide for such patents,
patents  rights and related technologies, the Company agreed to pay Dr. Wiedow a
licensing  fee  of  approximately $100,000 per year, with quarterly installments
beginning  April 1, 2001, for a term of six years.  Such licensing fees shall be
reduced  by  any  royalties  paid  to  Dr.  Wiedow.  Royalties  are  to  be paid
quarterly, for the 30-year term of the agreement, to Dr. Wiedow in the amount of
3%  of  gross  revenues  earned  with products based on the licensed technology.

At December 31, 2002, the Company has $210,000 accrued for licensing fees in the
accompanying  consolidated balance sheet.  Related expense totaling $110,000 and
$100,000  is  included in general and administrative expense in the accompanying
statements of operations and comprehensive loss for the years ended December 31,
2002  and  2001,  respectively.  No royalty expense was required for the periods
ended  December  31,  2002  and  2001.

AstraZeneca  Inc. (formerly Zeneca Inc., formerly ICI Pharmaceuticals, Inc.) had
held  the patents for elafin for several years and has significantly contributed
to  the current knowledge. Therefore, AstraZeneca, Inc. will receive two percent
(2%) of the gross revenues of Proteo and the Subsidiaries from products based on
patents  in  which  Professor  Wiedow  was  the  principal  inventor.

F-22

<PAGE>

                          PROTEO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

6.  COMMITMENTS  AND  CONTINGENCIES

Leases

In  October  2001,  the  Company  entered  into  several  leases  for office and
laboratory  facilities  in  Germany beginning January 2002 and expiring at dates
through  December 2011. Certain leases have a rental adjustment in 2007 based on
the  consumer  price  index.

Future minimum rental payments under non-cancelable operating lease commitments,
in  Euros  and  equivalent  Dollars (based on December 31, 2002 exchange rates),
approximate  the  following  for  the  years  ending  December  31:

             Euro             $
          --------      ----------
2003        21,000       $  22,000
2004        17,000          17,500
2005        17,000          17,500
2006        17,000          17,500
2007        17,000          17,500
Thereafter  65,000          70,000
          --------      ----------
           154,000      $  162,000
          ========      ==========

The  Company  also  leases  office  space  in  Costa  Mesa,  California  on  a
month-to-month  basis.  Total  rental  expense  for all facilities for the years
ended December 31, 2002 and 2001 approximated $45,000 and $25,000, respectively.


7.  LOSS  PER  SHARE

The  following  is  a  reconciliation  of the numerators and denominators of the
basic and diluted loss per share computations for the periods ended December 31,
2002  and  2001:

                                                       2002          2001
                                                  -------------  ------------
Numerator for basic and diluted loss per share:
Net loss charged to common stockholders           $  (1,105,395) $  (374,111)

Denominator for basic and diluted loss per share:
Weighted average number of shares                    21,187,000   10,981,000
                                                  -------------  ------------
Basic and diluted loss per share                     $    (0.05) $    (0.03)
                                                  ============== ============


F-23