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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 30, 2006
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PROTEO, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-32849 88-0292249
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2102 BUSINESS CENTER DRIVE, IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (949) 253-4616
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|_| Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On November 30, 2006, we were informed by Squar, Milner, Miranda & Williamson,
LLP ("Squar Milner"), our independent registered public accounting firm, as
follows:
Squar Milner has consummated a merger with Peterson & Co., LLP ("Peterson").
Peterson is located in San Diego, California, and is also registered with the
Public Company Accounting Oversight Board (United States). The name of the
post-merger firm is Squar, Milner, Peterson, Miranda & Williamson, LLP ("Squar
Milner Peterson").
We are required to file this Form 8-K as notification that Squar Milner Peterson
succeeds Squar Milner as our independent registered auditor.
Squar Milner's reports on our consolidated financial statements as of and for
the years ended December 31, 2005 and 2004 did not contain an adverse opinion or
a disclaimer of opinion.
During the two years ended December 31, 2005 and the subsequent interim period
preceding the change from Squar Milner to Squar Milner Peterson, there were no
disagreements with Squar Milner on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Squar Milner, would have
caused them to make reference thereto in their reports on our consolidated
financial statements.
We have notified the members of our Board of Directors of the facts set forth in
this report on Form 8-K, including the appointment of Squar Milner Peterson as
our independent registered auditor and no member has disapproved of this
appointment.
We have provided Squar Milner with a copy of the foregoing disclosures. A copy
of Squar Milner's letter required by Item 304(a)(3) of Regulation S-B is
included with this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS. The following material is filed as an exhibit to this Current
Report on Form 8-K:
EXHIBIT
NUMBER
16 Letter regarding change in certifying accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROTEO, INC.
Date: December 4, 2006 By: /s/ Birge Bargmann
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Birge Bargmann
Chief Executive Officer