U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549


                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One): Form 10-K [ ]  Form 20-F  [ ] Form 11-K [ ]  Form 10-Q [X]
             Form 10-D [ ]  Form N-SAR [ ] Form N-CSR [ ]

         For Period Ended:  March 31, 2008

                  [   ]    Transition Report on Form 10-K
                  [   ]    Transition Report on Form 20-F
                  [   ]    Transition Report on Form 11-K
                  [   ]    Transition Report on Form 10-Q
                  [   ]    Transition Report on Form N-SAR

         For the Transition Period Ended:

      Nothing    in this form shall be construed to imply that the Commission
                 has verified any information contained herein.

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

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:

PROTEO, INC.
- -------------------------------------------------------------------------------
Former Name if Applicable

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


2102 Business Center Drive
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Irvine, California  92612
- -------------------------------------------------------------------------------
City, State, Zip Code



PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         [X]    (a)        The reasons described in reasonable detail in Part
                           III of this form  could not be  eliminated without
                           unreasonable effort or expense;

         [X]    (b)        The subject annual report, semi-annual report,
                           transition report on Form 10-K, Form 20-F, 11-K ,
                           Form N-SAR or Form N-CSR, or portion thereof, will be
                           filed on or before the fifteenth calendar day
                           following the prescribed due date; or the subject
                           quarterly report or transition report on Form 10-Q or
                           subject distribution report on Form 10-D, or portion
                           thereof will be filed on or before the fifth calendar
                           day following the prescribed due date; and

         [  ]   (c)        The accountant's statement or other exhibit required
                           by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report or portion thereof could not be
filed within the prescribed time period.

         The Registrant is unable to file the subject report in a timely manner
because the Registrant was not able to timely compile the subject report without
unreasonable effort or expense. The Registrant fully expects to be able to file
within the additional time allowed by this report.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

Mark R. Ziebell                    714               427-7000
- ---------------------        ---------------         --------------------
         (Name)                (Area Code)           (Telephone No.)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed? If the answer is no, identify report(s). [X]Yes [ ]No

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof? [ ]Yes [X]No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.





                                  PROTEO, INC.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date: May 15, 2008                         By: /s/  Birge Bargmann
      ----------------------                   ---------------------------------
                                                    Birge Bargmann
                                                    Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CRF  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   ELECTRONIC FILERS.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of  Regulation  S-T  (Section  232.201 or Section  232.202 of this
     chapter) or apply for an  adjustment  in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).