Proteo (PTEO) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 24, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	PROTEO INC
Entity Central Index Key	1,063,104
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 2,984,000
Entity Common Stock, Shares Outstanding		23,879,350
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 237,288	$ 781,988
Research supplies	236,356	282,076
Receivables from Development Agreement	70,852	0
Prepaid expenses and other current assets	21,051	31,805
Current Assets	565,547	1,095,869
PROPERTY AND EQUIPMENT, NET	9,034	13,608
PATENTS	0	8,406
Total Assets	574,581	1,117,883
CURRENT LIABILITIES
Accounts payable and accrued liabilities	304,454	97,385
Deferred revenues	212,444	0
Current Liabilities	516,898	97,385
LONG TERM LIABILITIES
Deferred revenues	0	567,130
Accrued licensing fees	621,699	692,835
Other liabilities	91,619	0
Noncurrent Liabilities	$ 713,318	$ 1,259,965
COMMITMENTS AND CONTINGENCIES - See Note 6
STOCKHOLDERS' DEFICIT
Non-voting preferred stock, par value $0.001 per share; 10,000,000 shares authorized; 723,590 shares issued and outstanding (Liquidation preference - Note 3)	$ 724	$ 724
Common stock, par value $0.001 per share; 300,000,000 shares authorized; 23,879,350 shares issued and outstanding	23,880	23,880
Additional paid-in capital	8,988,125	8,988,125
Accumulated other comprehensive income	1,385	105,585
Accumulated deficit	(9,669,749)	(9,357,781)
Total Stockholders' Deficit	(655,635)	(239,467)
Total Liabilities and Stockholders' Deficit	$ 574,581	$ 1,117,883

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Non-voting preferred stock par value	$ 0.001	$ 0.001
Non-voting preferred stock shares authorized	10,000,000	10,000,000
Non-voting preferred stock shares issued	723,590	723,590
Non-voting preferred stock shares outstanding	723,590	723,590
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	23,879,350	23,879,350
Common stock, shares outstanding	23,879,350	23,879,350

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
REVENUES	$ 826,099	$ 544,653
EXPENSES
General and administrative	223,098	214,344
Research and development	1,077,180	548,368
Costs and Expenses	1,300,278	762,712
INTEREST AND OTHER INCOME, NET	162,211	169,246
NET LOSS	$ (311,968)	$ (48,813)
BASIC AND DILUTED LOSS PER SHARE	$ (.01)	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	23,879,350	23,879,350
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
NET LOSS ATTRIBUTABLE TO PROTEO, INC.	$ (311,968)	$ (48,813)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS	(104,200)	(144,929)
COMPREHENSIVE LOSS	$ (416,168)	$ (193,742)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2013	723,590	23,879,350
Beginning balance, value at Dec. 31, 2013	$ 724	$ 23,880	$ 8,988,125	$ 250,514	$ (9,308,968)	$ (45,725)
Other comprehensive loss				(144,929)		(144,929)
Net loss					(48,813)	(48,813)
Ending balance, shares at Dec. 31, 2014	723,590	23,879,350
Ending balance, value at Dec. 31, 2014	$ 724	$ 23,880	8,988,125	105,585	(9,357,781)	(239,467)
Other comprehensive loss				(104,200)		(104,200)
Net loss					(311,968)	(311,968)
Ending balance, shares at Dec. 31, 2015	723,590	23,879,350
Ending balance, value at Dec. 31, 2015	$ 724	$ 23,880	$ 8,988,125	$ 1,385	$ (9,669,749)	$ (655,635)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (311,968)	$ (48,813)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	4,632	9,613
Loss on disposal of equipment	0	7
Foreign currency transaction gains	(128,876)	(159,077)
Changes in operating assets and liabilities:
Research supplies	17,063	69,528
Receivables from Development Agreement	(72,137)	0
Prepaid expenses and other current assets	7,621	(13,470)
Accounts payable and accrued liabilities	221,844	(48,414)
Deferred revenues	(301,840)	544,653
Other liabilities	91,619	0
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(472,042)	354,027
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(1,397)	(4,707)
Patent development costs	0	(9,380)
NET CASH USED IN INVESTING ACTIVITIES	(1,397)	(14,087)
CASH FLOWS FROM FINANCING ACTIVITIES
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(71,261)	(14,262)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(544,700)	325,678
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR	781,988	456,310
CASH AND CASH EQUIVALENTS - END OF YEAR	$ 237,288	$ 781,988

1. ORGANIZATION AND SUMMARY OF

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	ORGANIZATION/NATURE OF BUSINESS Proteo, Inc. and Proteo Marketing, Inc. ("PMI"), a Nevada corporation, which began operations in November 2000, entered into a reorganization and stock exchange agreement in December 2000 with Proteo Biotech AG ("PBAG"), a German corporation, incorporated in Kiel, Germany. Pursuant to the terms of the agreement, all of the shareholders of PBAG exchanged their common stock for 2,500,000 shares of PMI common stock. As a result, PBAG became a wholly owned subsidiary of PMI. Proteo Inc.'s common stock is quoted on the OTCQB under the symbol "PTEO." Effective December 31, 2004, PMI merged into Proteo, Inc. PBAG and Proteo, Inc. are hereinafter collectively referred to as the "Company." The Company intends to develop, 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 post-surgery damage to tissue, complications resulting from organ transplantation, pulmonary hypertension, as well as other diseases. 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 obtain the various governmental regulatory approvals for the marketing of Elafin. The Company is in the development stage and has not generated any significant revenues from product sales. The Company believes that none of its planned products will produce sufficient revenues in the near future. There are no assurances, however, that the Company will be able to obtain regulatory approvals for marketing of Elafin, or if approved, that Elafin will be accepted in the marketplace. CONCENTRATIONS The Company maintains substantially all of its cash in bank accounts at a private German commercial bank. The Company's bank accounts at this financial institution are presently protected by the voluntary Deposit Protection Fund of The German Private Commercial Banks. As such, the Company's bank is a member of this deposit protection fund. The Company has not experienced any losses in these bank 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. OTHER RISKS AND UNCERTAINTIES The Company will require substantial additional funding for continuing research and development, obtaining regulatory approval, and for the commercialization of its products. Management plans to generate revenues from product sales, but there are no purchase commitments for any of the proposed products. Additionally, the Company may generate revenues from out-licensing activities. There can be no assurance that further out-licensing may be achieved or whether such will generate significant profit. 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 placement of debt and/or 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. The Company's line of future pharmaceutical products being developed by its German subsidiary are considered 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 obtain 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 recombinant proteins for use in humans. The Company has no experience in obtaining regulatory approvals for these types of products. Therefore, the Company will be subject to the risks of delays in obtaining or failing to obtain regulatory clearance and other uncertainties, including financial, operational, technological, regulatory and other risks associated with an emerging business, including the potential risk of business failure. As substantially all of the Company's operations are in Germany, they are exposed to risks related to fluctuations in foreign currency exchange rates. The Company does not utilize derivative instruments to hedge against such exposure. PRINCIPLES OF CONSOLIDATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Proteo, Inc. and PBAG, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. GRANTS At times the Company has received grants from the German government which were used to fund research and development activities and the acquisition of equipment. Grant receipts for the reimbursement of research and development expenses were offset against such expenses in the accompanying consolidated statements of operations and comprehensive loss when the related expenses are incurred. Grants related to the acquisition of tangible property were recorded as a reduction of such property's historical cost. The Company has not received any grant funds for the years ended December 31, 2015 and 2014. USE OF ESTIMATES The Company prepares its consolidated financial statements in conformity with GAAP, 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 (if any) and expenses during the reporting period. Significant estimates made by management include, among others, realizability of long-lived assets, revenue recognition estimates for the Development Agreement, and estimates for deferred tax asset valuation allowances. Actual results could materially differ from such estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS AND CERTAIN OTHER ASSETS/LIABILITIES The Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”) 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 cash equivalents, receivables, and accounts payable and accrued liabilities approximate their fair value at December 31, 2015 and 2014 due to their short-term nature. The Company did not have any assets or liabilities that are measured at fair value on a recurring or non-recurring basis during the years ended December 31, 2015 and 2014. FOREIGN CURRENCY FINANCIAL REPORTING Assets and liabilities of the Company's German operations are translated from Euros (the functional currency) into U.S. dollars (the reporting currency) at period-end exchange rates. Expense and grant receipts are translated at weighted average exchange rates for the period. Net exchange gains or losses resulting from such translation are excluded from the consolidated statements of operations and are included in comprehensive loss and accumulated in a separate component of stockholders' (deficit) equity. Accumulated gains approximated $1,000 and $106,000 at December 31, 2015 and 2014, respectively. The Company records payables related to a certain licensing agreement (Note 6) in accordance with the Foreign Currency Matters Topic of the Codification. Quarterly commitments under such agreement are denominated in Euros. For each reporting period, the Company translates the quarterly amount to U.S. dollars at the exchange rate effective on that date. If the exchange rate changes between when the liability is incurred and the time payment is made, a foreign exchange gain or loss results. The Company made no payments under this licensing agreement during the years ended December 31, 2015 and 2014, and did not realize any significant foreign currency exchanges gains or losses. Additionally, the Company computes a foreign exchange gain or loss at each balance sheet date on all recorded transactions denominated in foreign currencies that have not been settled. The difference between the exchange rate that could have been used to settle the transaction on the date it occurred and the exchange rate at the balance sheet date is the unrealized gain or loss that is currently recognized. The Company recorded unrealized foreign currency transaction gains of approximately $129,000 and 159,000 for the years ended December 31, 2015 and 2014, respectively, which are included in interest and other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. CASH AND CASH EQUIVALENTS The Company considers all highly liquid temporary cash investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of deposits with banks. RESEARCH AND DEVELOPMENT ACTIVITIES The Company capitalizes the cost of supplies used in its research and development activities if such supplies are deemed to have alternative future uses, usually in other research and development projects. Such costs are expensed as used to research and development expenses in the accompanying consolidated statements of operations. All other research and development costs are expensed as incurred, The costs of materials that are acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time the costs are incurred. Nonrefundable advance payments for goods or services that have the characteristics that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses. Such amounts are expensed to research and development as the related goods and services are received. LONG-LIVED ASSETS Property and equipment are recorded at cost and depreciated using the straight-line method over their expected useful lives, which range from 3 to 14 years. Leasehold improvements are amortized over the expected useful life of the improvement or the remaining lease term, whichever is shorter. Expenditures for normal maintenance and repairs are charged to income, and significant improvements are capitalized. The cost and related accumulated depreciation or amortization 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 and comprehensive loss. The Codification 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, an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell. Management believes that no indicators of impairment existed for property and equipment as of or during the years ended December 31, 2015 and 2014. Patent costs approximating $8,000 were written off during the year ended December 31, 2015. REVENUE RECOGNITION It is the Company's intent to recognize revenues from future product sales at the time of product delivery. The Company believes that once significant operating revenues are generated, the Company's revenue recognition accounting policies will conform to the Revenue Recognition Topic of the Codification. As more fully described in Note 5, amounts received under the Development Agreement are initially deferred and recognized as revenue over the projected performance period under the Development Agreement in direct relation to development expenses incurred. INCOME TAXES The Company accounts for income taxes using the liability method in accordance with ASC 740-10, 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. The Company also follows the provisions of ASC 740-10 relating to accounting for uncertain tax positions. Under ASC 740-10, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has not recognized any liabilities for uncertain tax positions as a result of ASC 740-10. The Company expects any resolution of unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained; therefore, the Company does not expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company will recognize interest and penalties related to any unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. As of December 31, 2015 and 2014, management believes the Company has no unrecognized tax benefits. The Company’s income tax returns remain open for examination by taxing authorities for a statutory defined period of time. The Company is currently not under examination by any taxing authorities. ACCOUNTING FOR STOCK-BASED COMPENSATION From inception to December 31, 2015, the Company has not granted any stock options, stock warrants, or stock appreciation rights, and has not adopted any stock option plan. LOSS PER COMMON SHARE Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per common share is computed by dividing net loss available to common stockholders by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares outstanding at December 31, 2015 or 2014. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date the accompanying financial statements were filed with the SEC for transactions and other events which may require adjustment of and/or disclosure in such financial statements. In March 2016, a third-party entered into a letter of intent with the Company to purchase a yet to be negotiated amount of the Company’s Preferred Stock. Additionally, subsequent to year-end, the Company obtained a 500,000 Euro funding commitment from a third-party investment company. COMPREHENSIVE LOSS Total comprehensive loss represents the net change in stockholders' deficit during a period from sources other than transactions with stockholders and as such, includes net earnings or loss. For the Company, other comprehensive loss represents the foreign currency translation adjustments, which are recorded as components of stockholders' deficit. SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION The Company considers itself to operate in one segment and has had no operating revenues from inception. See Note 2 for information on long-lived assets located in Germany. SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)

2. PROPERTY AND EQUIPMENT

2. PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
2. PROPERTY AND EQUIPMENT	Property and equipment, all of which is located in Kiel, Germany, consist of the following: December 31, 2015 2014 Technical and laboratory equipment $ 200,769 $ 223,740 Leasehold improvements 4,055 4,519 Office equipment 10,205 9,844 215,029 238,103 Less accumulated depreciation and amortization (205,995 ) (224,495 ) Total $ 9,034 $ 13,608 Depreciation and amortization expense included in general and administrative expense in the consolidated statements of operations approximated $5,000 and $10,000 for the years ended December 31, 2015 and 2014, respectively.

3. STOCKHOLDERS' DEFICIT

3. STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
3. STOCKHOLDERS' DEFICIT	COMMON STOCK The Company is authorized to issue 300,000,000 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. No common stock was issued during the years ended December 31, 2015 and 2014. PREFERRED STOCK The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share. Except as described below, the Board of Directors has not designated any liquidation value, dividend rates or other rights or preferences with respect to any shares of preferred stock. The Board of Directors has designated 750,000 preferred shares as non-voting Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to receive preferential dividends, if and when declared, at the per share rate of twice the per share amount of any cash or non-cash dividend distributed to holders of the Company's common stock. No shares of preferred stock were issued during the years ended December 31, 2015 and 2014.

4. INCOME TAXES

4. INCOME TAXES	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	There is no material income tax expense or benefit recorded for the years ended December 31, 2015 or 2014 due to the Company's net losses and related deferred tax asset full valuation allowance. Income tax expense (benefit) for the years ended December 31, 2015 and 2014 differed from the amounts computed by applying the U.S. federal income tax rate of 34 percent to the pretax loss for the following reasons: 2015 2014 Income tax benefit at U.S. federal statutory rates $ (106,000 ) $ (17,000 ) Change in valuation allowance 106,000 17,000 $ – $ – The Company has a deferred tax asset and an equal amount of valuation allowance of approximately $2,631,000 and $2,525,000 at December 31, 2015 and 2014, respectively, relating primarily to tax net operating loss carryforwards, as discussed below, and temporary differences related to the recognition of accrued licensing fees. As of December 31, 2015, the Company had tax net operating loss carryforwards ("NOLs") of approximately $1,967,000 and $5,580,000 available to offset future taxable Federal and foreign income, respectively. The Federal NOL begins to expire in 2025 over varying years. The foreign net operating loss relates to Germany and does not have an expiration date. 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 Federal tax NOLs could be restricted.

5. DEFERRED REVENUES

5. DEFERRED REVENUES	12 Months Ended
	Dec. 31, 2015
Deferred Revenue Disclosure [Abstract]
5. DEFERRED REVENUES	On May 16, 2014, the Company entered into a funding and revenue sharing agreement (the “Development Agreement”) with an unrelated third party (disclosed in the Company’s 8-K filing to the SEC as of May 22, 2014). The third party will fund operational expenses of the Company as well as the development costs related to the clinical development program aimed at receiving regulatory approval for the use of Elafin for the intravenous treatment of patients undergoing esophageal cancer surgery in the European Union. Total payments by the third party to the Company shall not exceed 3.5 million Euros. Through December 31, 2015, the Company received approximately 1.3 million Euros (including $71,000 accrued as a receivable at December 31, 2015) of the 3.5 million Euro maximum. Revenue participation right payments will be made to the party when and if Elafin is commercialized within the European Union for the intravenous treatment of patients undergoing esophageal cancer surgery. The Development Agreement will terminate after the earlier of 15 years or 10 complete and consecutive years after the first regulatory approval of Elafin for this indication. Under no circumstances are the payments refundable, even if the drug is never commercialized. As no revenue sharing payments will be made unless Elafin is commercialized, the payments received are being accounted for as payments for the Company to use reasonable efforts to complete development, obtain regulatory approvals, and to commercialize Elafin (i.e. the performance period). Therefore, amounts received from the party will be deferred and recognized as revenue over the projected performance period under the Development Agreement in relation to expenses incurred. From inception of the Development Agreement through September 30, 2015, management estimated total Elafin related development expenses at 3.5 million Euro. As revenues to be received also totaled 3.5 million Euros, revenue was recognized at 100% of the related expenses incurred. Beginning October 1, 2015, management increased their estimate of remaining development expenses by 3.5 million Euro and began recognizing revenues at 43% of related expenses. The increase in expenses was due to additional clinical indicators that will be explored by the Company. For the years ended December 31, 2015 and 2014, the Company recognized approximately $826,000 and $545,000, respectively, of development income under the Development Agreement, which is included in revenues in the accompanying consolidated statements of operations. Deferred revenues approximated $212,000 and $567,000 at December 31, 2015 and 2014, respectively. Subsequent to year-end, the Company received $71,000 under the Development Agreement.

6. COMMITMENTS AND CONTINGENCIE

6. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
6. COMMITMENTS AND CONTINGENCIES	ACCRUED LICENSING FEES On December 30, 2000, the Company entered into a thirty-year license agreement, beginning January 1, 2001 (the "License Agreement"), with Dr. Oliver Wiedow, MD, the owner and inventor of several patents, patent rights and technologies related to Elafin. Pursuant to the License Agreement, the Company agreed to pay Dr. Wiedow an annual license fee of 110,000 Euros for a period of six years. The License Agreement was amended in December 2008 to waive non-payment defaults and to defer the due dates of each payment. In July 2011, in February 2012, February 2013, and again in June 2014, Dr. Wiedow agreed in writing to waive the non-payment defaults and agreed to defer the due dates of the payments for the outstanding balance of 570,000 Euro. As a result, the outstanding balance of 570,000 Euros is due on April 30, 2018. While the total amount owed does not currently bear interest, the Amendment provides that any late payment shall be subject to interest at an annual rate equal to the German Base Interest Rate plus six percent. In the event that the Company's financial condition improves, the parties can agree to increase and/or accelerate the payments. Dr. Wiedow, who is a director of the Company, beneficially owned approximately 27% of the Company's outstanding common stock as of December 31, 2015. At December 31, 2015, the Company has accrued approximately $622,000 of licensing fees payable to Dr. Wiedow, which are included in long-term liabilities. This is a decrease over the respective accrual of approximately $693,000 at December 31, 2014, which was solely due to changes in foreign currency exchange rates. Pursuant to the License Agreement, as amended, Dr. Wiedow may terminate the License Agreement in the event of a breach which is not cured within 90 days following written notice of such breach. In addition, Dr. Wiedow may terminate the License Agreement immediately in the event of the Company’s bankruptcy, insolvency, assignment for the benefit of creditors, insolvency, liquidation, assignment of all or substantially all of its assets, failure to continue to develop Elafin. After any termination, to the extent permitted by applicable law, the Company will return all documents, information and data received by Dr. Wiedow and will immediately cease to develop, manufacture or sell Elafin. ARTES BIOTECHNOLOGY LICENSE AGREEMENT On November 15, 2004, the Company entered into an exclusive worldwide license and collaboration agreement with ARTES Biotechnology GmbH ("ARTES"). This agreement enables the Company to economically produce Elafin on a large scale by using the sublicensed yeast HANSENULA POLYMORPHA as a high performance expression system. Rhein Biotech GmbH ("Rhein") has licensed the yeast to ARTES, who in-turn sublicensed it to the Company. The agreement has a term of fifteen years with an annual license fee equal to the greater of 10,000 Euros or 2.5% royalties on the future sales of Elafin. Should the license agreement between Rhein and ARTES terminate, Rhein will assume the sublicense agreement with the Company under similar terms. RHEIN MINAPHARM AGREEMENT In August 2007, the Company's subsidiary entered into an agreement with Rhein Minapharm ("Minapharm") for clinical development, production and marketing of Elafin. The Company has granted Minapharm the nonexclusive right to market Elafin in Egypt and certain Middle Eastern and African countries. The Company may receive milestone-payments upon Minapharm's attainment of certain clinical milestones as well as royalties on any future net product sales. No payments under this agreement were received in 2015 or 2014. The Minapharm agreement terminates 15 years after the first commercial sales of licensed products. LEASES The Company has entered into short-term leases for office and laboratory facilities in Germany. The Company also leases office space in Irvine, California on a month-to-month basis. Total rental expense (including additional expenses) for all facilities for the years ended December 31, 2015 and 2014 approximated $27,000 and $25,000, respectively. LEGAL 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 material adverse effect on its financial condition or results of operations.

7. LOSS PER COMMON SHARE

7. LOSS PER COMMON SHARE	12 Months Ended
	Dec. 31, 2015
Earnings Per Share [Abstract]
7. LOSS PER COMMON SHARE	The following is a reconciliation of the numerators and denominators of the basic and diluted loss per common share computations for the years ended December 31, 2015 and 2014: 2015 2014 Numerator for basic and diluted loss per common share: Net loss attributable to Proteo, Inc. $ (311,968 ) $ (48,813 ) Preferred stock dividend – – Net loss attributable to common stockholders $ (311,968 ) $ (48,813 ) Denominator for basic and diluted loss per common share: Weighted average number of common shares outstanding 23,879,350 23,879,350 Basic and diluted loss per common share $ (0.01 ) $ (0.00 )

1. ORGANIZATION AND NATURE OF B

1. ORGANIZATION AND NATURE OF BUSINESS (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
ORGANIZATION/NATURE OF BUSINESS	ORGANIZATION/NATURE OF BUSINESS Proteo, Inc. and Proteo Marketing, Inc. ("PMI"), a Nevada corporation, which began operations in November 2000, entered into a reorganization and stock exchange agreement in December 2000 with Proteo Biotech AG ("PBAG"), a German corporation, incorporated in Kiel, Germany. Pursuant to the terms of the agreement, all of the shareholders of PBAG exchanged their common stock for 2,500,000 shares of PMI common stock. As a result, PBAG became a wholly owned subsidiary of PMI. Proteo Inc.'s common stock is quoted on the OTCQB under the symbol "PTEO." Effective December 31, 2004, PMI merged into Proteo, Inc. PBAG and Proteo, Inc. are hereinafter collectively referred to as the "Company." The Company intends to develop, 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 post-surgery damage to tissue, complications resulting from organ transplantation, pulmonary hypertension, as well as other diseases. 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 obtain the various governmental regulatory approvals for the marketing of Elafin. The Company is in the development stage and has not generated any significant revenues from product sales. The Company believes that none of its planned products will produce sufficient revenues in the near future. There are no assurances, however, that the Company will be able to obtain regulatory approvals for marketing of Elafin, or if approved, that Elafin will be accepted in the marketplace.
CONCENTRATIONS	CONCENTRATIONS The Company maintains substantially all of its cash in bank accounts at a private German commercial bank. The Company's bank accounts at this financial institution are presently protected by the voluntary Deposit Protection Fund of The German Private Commercial Banks. As such, the Company's bank is a member of this deposit protection fund. The Company has not experienced any losses in these bank 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.
OTHER RISKS AND UNCERTAINTIES	OTHER RISKS AND UNCERTAINTIES The Company will require substantial additional funding for continuing research and development, obtaining regulatory approval, and for the commercialization of its products. Management plans to generate revenues from product sales, but there are no purchase commitments for any of the proposed products. Additionally, the Company may generate revenues from out-licensing activities. There can be no assurance that further out-licensing may be achieved or whether such will generate significant profit. 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 placement of debt and/or 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. The Company's line of future pharmaceutical products being developed by its German subsidiary are considered 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 obtain 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 recombinant proteins for use in humans. The Company has no experience in obtaining regulatory approvals for these types of products. Therefore, the Company will be subject to the risks of delays in obtaining or failing to obtain regulatory clearance and other uncertainties, including financial, operational, technological, regulatory and other risks associated with an emerging business, including the potential risk of business failure. As substantially all of the Company's operations are in Germany, they are exposed to risks related to fluctuations in foreign currency exchange rates. The Company does not utilize derivative instruments to hedge against such exposure.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Proteo, Inc. and PBAG, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
GRANTS	GRANTS At times the Company has received grants from the German government which were used to fund research and development activities and the acquisition of equipment. Grant receipts for the reimbursement of research and development expenses were offset against such expenses in the accompanying consolidated statements of operations and comprehensive loss when the related expenses are incurred. Grants related to the acquisition of tangible property were recorded as a reduction of such property's historical cost. The Company has not received any grant funds for the years ended December 31, 2015 and 2014.
USE OF ESTIMATES	USE OF ESTIMATES The Company prepares its consolidated financial statements in conformity with GAAP, 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 (if any) and expenses during the reporting period. Significant estimates made by management include, among others, realizability of long-lived assets, revenue recognition estimates for the Development Agreement, and estimates for deferred tax asset valuation allowances. Actual results could materially differ from such estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS AND CERTAIN OTHER ASSETS/LIABILITIES	FAIR VALUE OF FINANCIAL INSTRUMENTS AND CERTAIN OTHER ASSETS/LIABILITIES The Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”) 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 cash equivalents, receivables, and accounts payable and accrued liabilities approximate their fair value at December 31, 2015 and 2014 due to their short-term nature. The Company did not have any assets or liabilities that are measured at fair value on a recurring or non-recurring basis during the years ended December 31, 2015 and 2014.
FOREIGN CURRENCY FINANCIAL REPORTING	FOREIGN CURRENCY FINANCIAL REPORTING Assets and liabilities of the Company's German operations are translated from Euros (the functional currency) into U.S. dollars (the reporting currency) at period-end exchange rates. Expense and grant receipts are translated at weighted average exchange rates for the period. Net exchange gains or losses resulting from such translation are excluded from the consolidated statements of operations and are included in comprehensive loss and accumulated in a separate component of stockholders' (deficit) equity. Accumulated gains approximated $1,000 and $106,000 at December 31, 2015 and 2014, respectively. The Company records payables related to a certain licensing agreement (Note 6) in accordance with the Foreign Currency Matters Topic of the Codification. Quarterly commitments under such agreement are denominated in Euros. For each reporting period, the Company translates the quarterly amount to U.S. dollars at the exchange rate effective on that date. If the exchange rate changes between when the liability is incurred and the time payment is made, a foreign exchange gain or loss results. The Company made no payments under this licensing agreement during the years ended December 31, 2015 and 2014, and did not realize any significant foreign currency exchanges gains or losses. Additionally, the Company computes a foreign exchange gain or loss at each balance sheet date on all recorded transactions denominated in foreign currencies that have not been settled. The difference between the exchange rate that could have been used to settle the transaction on the date it occurred and the exchange rate at the balance sheet date is the unrealized gain or loss that is currently recognized. The Company recorded unrealized foreign currency transaction gains of approximately $129,000 and 159,000 for the years ended December 31, 2015 and 2014, respectively, which are included in interest and other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS The Company considers all highly liquid temporary cash investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of deposits with banks.
RESEARCH AND DEVELOPMENT ACTIVITIES	RESEARCH AND DEVELOPMENT ACTIVITIES The Company capitalizes the cost of supplies used in its research and development activities if such supplies are deemed to have alternative future uses, usually in other research and development projects. Such costs are expensed as used to research and development expenses in the accompanying consolidated statements of operations. All other research and development costs are expensed as incurred, The costs of materials that are acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time the costs are incurred. Nonrefundable advance payments for goods or services that have the characteristics that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses. Such amounts are expensed to research and development as the related goods and services are received.
LONG-LIVED ASSETS	LONG-LIVED ASSETS Property and equipment are recorded at cost and depreciated using the straight-line method over their expected useful lives, which range from 3 to 14 years. Leasehold improvements are amortized over the expected useful life of the improvement or the remaining lease term, whichever is shorter. Expenditures for normal maintenance and repairs are charged to income, and significant improvements are capitalized. The cost and related accumulated depreciation or amortization 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 and comprehensive loss. The Codification 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, an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell. Management believes that no indicators of impairment existed for property and equipment as of or during the years ended December 31, 2015 and 2014. Patent costs approximating $8,000 were written off during the year ended December 31, 2015.
REVENUE RECOGNITION	REVENUE RECOGNITION It is the Company's intent to recognize revenues from future product sales at the time of product delivery. The Company believes that once significant operating revenues are generated, the Company's revenue recognition accounting policies will conform to the Revenue Recognition Topic of the Codification. As more fully described in Note 5, amounts received under the Development Agreement are initially deferred and recognized as revenue over the projected performance period under the Development Agreement in direct relation to development expenses incurred.
INCOME TAXES	INCOME TAXES The Company accounts for income taxes using the liability method in accordance with ASC 740-10, 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. The Company also follows the provisions of ASC 740-10 relating to accounting for uncertain tax positions. Under ASC 740-10, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has not recognized any liabilities for uncertain tax positions as a result of ASC 740-10. The Company expects any resolution of unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained; therefore, the Company does not expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company will recognize interest and penalties related to any unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. As of December 31, 2015 and 2014, management believes the Company has no unrecognized tax benefits. The Company’s income tax returns remain open for examination by taxing authorities for a statutory defined period of time. The Company is currently not under examination by any taxing authorities.
ACCOUNTING FOR STOCK-BASED COMPENSATION	ACCOUNTING FOR STOCK-BASED COMPENSATION From inception to December 31, 2015, the Company has not granted any stock options, stock warrants, or stock appreciation rights, and has not adopted any stock option plan.
LOSS PER COMMON SHARE	LOSS PER COMMON SHARE Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per common share is computed by dividing net loss available to common stockholders by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares outstanding at December 31, 2015 or 2014.
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management has evaluated subsequent events through the date the accompanying financial statements were filed with the SEC for transactions and other events which may require adjustment of and/or disclosure in such financial statements. In March 2016, a third-party entered into a letter of intent with the Company to purchase a yet to be negotiated amount of the Company’s Preferred Stock. Additionally, subsequent to year-end, the Company obtained a 500,000 Euro funding commitment from a third-party investment company.
COMPREHENSIVE LOSS	COMPREHENSIVE LOSS Total comprehensive loss represents the net change in stockholders' deficit during a period from sources other than transactions with stockholders and as such, includes net earnings or loss. For the Company, other comprehensive loss represents the foreign currency translation adjustments, which are recorded as components of stockholders' deficit.
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION	SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION The Company considers itself to operate in one segment and has had no operating revenues from inception. See Note 2 for information on long-lived assets located in Germany.
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS	SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)

2. PROPERTY AND EQUIPMENT (Tabl

2. PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Property and equipment	December 31, 2015 2014 Technical and laboratory equipment $ 200,769 $ 223,740 Leasehold improvements 4,055 4,519 Office equipment 10,205 9,844 215,029 238,103 Less accumulated depreciation and amortization (205,995 ) (224,495 ) Total $ 9,034 $ 13,608

4. INCOME TAXES (Tables)

4. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income tax expense	2015 2014 Income tax benefit at U.S. federal statutory rates $ (106,000 ) $ (17,000 ) Change in valuation allowance 106,000 17,000 $ – $ –

7. LOSS PER COMMON SHARE (Table

7. LOSS PER COMMON SHARE (Tables)	12 Months Ended
	Dec. 31, 2015
Earnings Per Share [Abstract]
Reconciliation of earnings per share	2015 2014 Numerator for basic and diluted loss per common share: Net loss attributable to Proteo, Inc. $ (311,968 ) $ (48,813 ) Preferred stock dividend – – Net loss attributable to common stockholders $ (311,968 ) $ (48,813 ) Denominator for basic and diluted loss per common share: Weighted average number of common shares outstanding 23,879,350 23,879,350 Basic and diluted loss per common share $ (0.01 ) $ (0.00 )

1. ORGANIZATION AND SUMMARY O18

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated other comprehensive income	$ 1,385	$ 105,585
Unrealized foreign currency tranaction gain (loss)	129,000	159,000
Patent costs written off	8,000
Unrecognized tax benefit	$ 0	$ 0
Dilutive potential common stock shares	0	0

2. PROPERTY AND EQUIPMENT (Deta

2. PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property and equipment, gross	$ 215,029	$ 238,103
Less accumulated depreciation and amortization	(205,995)	(224,495)
Property and equipment, net	9,034	13,608
Technical and laboratory equipment [Member]
Property and equipment, gross	200,769	223,740
Leasehold Improvements [Member]
Property and equipment, gross	4,055	4,519
Office Equipment [Member]
Property and equipment, gross	$ 10,205	$ 9,844

2. PROPERTY AND EQUIPMENT (De20

2. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 5,000	$ 10,000

4. INCOME TAXES (Details)

4. INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income tax benefit at U.S. federal statutory rates	$ (106,000)	$ (17,000)
Change in valuation allowance	106,000	17,000
Income tax expense	$ 0	$ 0

4. INCOME TAXES (Details Narrat

4. INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Deferred tax asset	$ 2,631,000	$ 2,525,000
Valuation allowance	2,631,000	$ 2,525,000
Net operating loss carryforwards	1,967,000
Foreign net operating loss carryforwards	$ 5,580,000
Income tax rate	34.00%
Operating loss expiration date	Dec. 31, 2025

5. DEFERRED REVENUES (Details N

5. DEFERRED REVENUES (Details Narrative)	12 Months Ended			20 Months Ended
	Dec. 31, 2015USD ($)	Dec. 31, 2015EUR (€)	Dec. 31, 2014USD ($)	Dec. 31, 2015EUR (€)	Dec. 31, 2015EUR (€)
Deferred Revenue Disclosure [Abstract]
Development income | €		€ 1,300,000
Development income maximum available | €					€ 3,500,000
Estimated development expenses | €				€ 3,500,000
Estimated revenue to be received | €				€ 3,500,000
Revenue recognition percentage	43.00%	43.00%
Development income receivable | $	$ 71,000
Deferred revenues | $	0		$ 567,130
Revenues | $	826,099		544,653
Deferred revenues | $	$ 212,444		$ 0

6. COMMITMENTS AND CONTINGENC24

6. COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Dec. 31, 2015EUR (€)
Accrued licensing fees	$ 621,699	$ 692,835
Licensing fee due date	Apr. 30, 2018
Rent expense	$ 27,000	$ 25,000
Wiedow [Member]
Accrued licensing fees	$ 621,000
Ownership percentage	27.00%		27.00%
Eurodollar [Member]
Accrued licensing fees | €			€ 570,000

7. LOSS PER COMMON SHARE (Detai

7. LOSS PER COMMON SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Numerator for basic and diluted loss per common share:
Net loss attributable to Proteo, Inc.	$ (311,968)	$ (48,813)
Preferred stock dividend	0	0
Net loss attributable to common stockholders	$ (311,968)	$ (48,813)
Denominator for basic and diluted loss per common share:
Weighted average number of common shares outstanding	23,879,350	23,879,350
Basic and diluted loss per common share	$ (.01)	$ 0