UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                           WASHINGTON, D.C. 20549-3628


     DIVISION OF
CORPORATION FINANCE


                                                             May 19, 2020

  Via E-Mail
  Kevin Zen, Esq.
  Snell & Wilmer L.L.P.
  350 South Grand Avenue, 31st Floor
  Los Angeles, California 90071-3406

          Re:     Proteo, Inc.
                  Definitive Proxy Statement on Schedule 14A
                  Filed on May 18, 2019
                  File No. 0-30728

                  Schedule 13E-3
                  Filed on May 7, 2020
                  File No. 5-61897

  Dear Mr. Zen:

         We have reviewed the above filings and have the following comments. In
some of our
  comments, we may ask you to provide us with information so we may better
understand the
  disclosure.

         Please respond to this letter by amending the filings, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to the Company's facts and circumstances or do not
believe an
  amendment is appropriate, please tell us why in your response.

         After reviewing any amendments to the filings and the information you
provide in
  response to these comments, we may have additional comments. All defined
terms used here
  have the same meaning as in the definitive proxy statement.

  Schedule 13E-3

  1.      We note the disclosure in the Form 8-K filed on May 12, 2020
indicating that in reliance
          upon Exchange Act Release No. 88465 (March 25, 2020), the Company
expects to file its
          quarterly report on Form 10-Q for the period ending March 31, 2020 no
later than 45
          days after May 15, 2020. Given that the Special Meeting is being held
on July 2, 2020,
          potentially only a few days after the filing of the Form 10-Q, we
remind the Company of
          its obligations pursuant to Exchange Act Rule 13e-3(e)(2) and
(f)(1)(iii) if it becomes
          aware of any information that would result in a material change in
the information
          previously disclosed to stockholders in connection with the Reverse
Stock Split.
 Kevin Zen, Esq.
Snell & Wilmer L.L.P.
May 19, 2020
Page 2


Definitive Proxy Statement

Fairness of the Reverse Stock Split, page 17

2.     The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
       to a filing person's fairness determination and should be discussed in
reasonable detail.
       See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719
(April 13,
       1981). We note disclosure on page 18 comparing the Cash-Out Payment to
the 10-day
       and 20-day closing price. Please revise the disclosure to discuss why
historical market
       prices were not deemed material or relevant. Refer to Item 1014(b) and
clause (ii) of
       Instruction 2 to Item 1014 of Regulation M-A.

Cautionary Note Regarding Forward-Looking Statements, page 31

3.     The safe harbor protections for forward-looking statements contained in
the federal
       securities laws do not apply to statements made in connection with a
going private
       transaction. Refer to Securities Act Section 27A(b)(1)(E), Exchange Act
Section
       21E(b)(1)(E), and Question and Answer 117.05 of the Division of
Corporation Finance's
       Compliance and Disclosure Interpretations for Going Private
Transactions, Exchange Act
       Rule 13e-3 and Schedule 13E-3. Please remove this reference.

Proposal 1: Approval of Amendment to the Articles of Incorporation..., page 33

4.     We note the disclosure on page 33 that the number of authorized shares
of Common
       Stock will not change in connection with the Reverse Stock Split. Given
that the shares
       outstanding will be reduced from 33,379,350 to 16,446 after the Reverse
Stock Split, and
       with a view towards disclosure, please advise us whether the Company has
any current
       plans, proposals or arrangements with respect to the future issuance of
any of the
       approximately 299,983,000 authorized shares remaining.

                                    *          *   *       *

       We remind you that the Company is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Kevin Zen, Esq.
Snell & Wilmer L.L.P.
May 19, 2020
Page 3

       Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.

                                                           Sincerely,

                                                           /s/ Perry J. Hindin

                                                           Perry J. Hindin
                                                           Special Counsel
                                                           Office of Mergers &
Acquisitions