8-K

                         _______________________________

                       SECURITIES AND EXCHANGE COMMISSION
                         _______________________________

                             WASHINGTON, D.C. 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):   March 29,  2002


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


                                     Nevada
                         _______________________________
                 (State or other jurisdiction of incorporation)

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



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

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


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


ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

Effective March 29, 2002, the Board of Directors of the Company dismissed Squar,
Milner,  Reehl & Williamson ("Squar Milner") as its independent auditors for the
fiscal year ended December 31, 2001 and approved the re-engagement of Stonefield
Josephson,  Inc.  ("Stonefield Josephson") as Squar Milner'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.

Squar  Milner  has  not  audited  or  reviewed  any  of  the Company's financial
statements  or  issued any other report to the Company.  Since the date of their
engagement  on  February  11,  2002, there have been no disagreements with Squar
Milner on any matters of accounting principles or practices, financial statement
disclosure,  or  auditing  scope  or  procedure  which,  if  not resolved to the
satisfaction of Squar Milner would have caused Squar Milner 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 April 2, 2002 from Squar Milner 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:     April  2,  2002         PROTEO,  INC.

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

EX-16.1

                              [Squar Milner Letterhead]

April 2, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Proteo, Inc.
Commission File No. 0-27039


We have read the statements that we understand Proteo, Inc. will include in
the second paragraph of Item 4 of the Form 8-K report it will file regarding
the recent change of auditors.  We agree with such statements made regarding
our firm.

We have no basis to agree or disagree with any other statement made in Item 4
of such report.

Sincerely,

/s/ Squar, Milner, Reehl & Williamson, LLP
Squar, Milner, Reehl & Williamson, LLP