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                       SECURITIES AND EXCHANGE COMMISSION
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                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
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Date  of  Report  (Date  of  earliest  event  reported):   July  2,  2002


                                  Proteo, Inc.
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             (Exact name of registrant as specified in its charter)


                                     Nevada
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                 (State or other jurisdiction of incorporation)


        0-27039                                         88-0292249
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Commission  File  Number)                  (IRS  Employer  Identification  No.)



                        2775 Mesa Verde Drive East, #F101
                              Costa Mesa, CA 92626
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         (Address  of  principal executive  offices)      (Zip  Code)

Registrant's  telephone  number,  including  area  code:    (949) 979-7074
                                                         ----------------------

                                      N/A
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          (Former name or former address, if changed since last report)



ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

Effective  July  2,  2002,  the  Board  of  Directors  of  the Company dismissed
Stonefield  Josephson, Inc. ("Stonefield Josephson") as its independent auditors
and  approved  the  re-engagement  of  Squar, Milner, Reehl & Williamson ("Squar
Milner")  as  Stonefield  Josephson's  replacement.  Squar Milner had previously
been  the  Company's  independent auditors.  The decision to change auditors was
approved  by  the  Company's  Board  of  Directors.

The report of Stonefield Josephson on the Company's financial statements for the
fiscal  year  ended December 31, 2001, and the related statements of operations,
stockholder's equity and cash flows for the two years then ended did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as  to  uncertainty,  audit  scope,  or  accounting  principles.

During the two most recent fiscal years and any subsequent interim period, there
were  no  disagreements  with  Stonefield Josephson on any matters of accounting
principles  or  practices, financial statement disclosure, or auditing scope and
procedures  which,  if  not resolved to the satisfaction of Stonefield Josephson
would  have caused Stonefield Josephson to make reference to the matter in their
report.

The Registrant has provided a copy of this disclosure to its former accountants,
and  the Registrant requested that the former accountants furnish the Registrant
with  a  letter  addressed  to  the  Securities  and Exchange Commission stating
whether  they  agree  with  the  statements made by the Registrant, and, if not,
stating  the  respects  in  which  they  do  not  agree.  A  copy  of the former
accountants'  responses  is  included  as  an  exhibit  to  this  report.

ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS.


     (c)     Exhibits

16.1  Letter  dated  July  11,  2002  from  Stonefield  Josephson  regarding the
statements  made  by  the  Registrant  in  this  Current  Report.



                                   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  thereunto  duly  authorized.


Dated:     July  11,  2002                         PROTEO,  INC.


                                   By: /s/ Joerg Alte
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                                   Joerg  Alte
                                   Chief  Executive  Officer