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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 22, 2006
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)
______________________
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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On December 22, 2006, the Registrant entered into a Common Stock
Purchase Agreement (the "Agreement") with FIDEsprit AG, a Swiss corporation (the
"Investor"). Pursuant to the Agreement, the Registrant is issuing and selling to
the Investor 1,500,000 shares of the Registrant's common stock at a purchase
price of $0.60 per share, for an aggregate purchase price $900,000. In payment
of the purchase price, the Investor has delivered to the Registrant a promissory
note in the principle amount of $900,000. The promissory note does not bear any
interest, and is payable in five installments of $180,000, with the first
payment due on the date the shares are issued followed by four quarterly
payments commencing on March 31, 2007. The promissory note is guaranteed by Axel
J. Jutscher, the managing director of the Investor.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
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On December 22, 2006 the Registrant entered into the Agreement
described in Item 1.01 above. Pursuant to the Agreement the Registrant will
issue to the Investor 1,500,000 shares of common stock in a transaction exempt
from the registration requirements of the Securities Act of 1933, as amended, by
virtue of the exemption under Regulation S promulgated thereunder.
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits. The following materials are filed as exhibits to this
Current report on Form 8-K:
Exhibit Number
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10.5 Common Stock Purchase Agreement
10.6 Promissory Note
SIGNATURE
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 22, 2006 By: /s/ BIRGE BARGMANN
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Birge Bargmann
Chief Executive Officer