|UNITED STATES                     
|----------------------------------
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-QSB                       





|(Mark One)                                                             
|-----------------------------------------------------------------------
|                                                                       
|[X]                                                                    
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|[  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|                                                                       
|                                                                       





|Commission file number 000-31971                                 
|-----------------------------------------------------------------
|                                                                 
|PROBOOK, INC.                                                    
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|California                                                       
|(State or other jurisdiction                                     
|of incorporation or organization)                                





|1423 West Bernardo Court, Suite 100                                               
|----------------------------------------------------------------------------------
|San Diego, California 92127                                                       
|(Address of principal executive offices)                                          
|                                                                                  
|(858) 675-4445                                                                    
|(Issuer's telephone number)                                                       
|                                                                                  
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [  ]



APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity. As of June 30, 2001 -  1,237,433 shares of Common Stock





---



|           |                                                             | PROBOOK, INC. |       
|---------- | ----------------------------------------------------------- | ------------- | ------
|           |                                                             |               |       
|           |                                                             | Index         |       
|           |                                                             |               |       
|           |                                                             |               | Page  
|           |                                                             |               | Number
|           |                                                             |               |       
|PART I.    | FINANCIAL INFORMATION                                       |               |       
|           |                                                             |               |       
|Item 1.    | Financial Statements                                        |               |       
|           |                                                             |               |       
|           | Balance Sheet as of June 30, 2001                           |               | 3     
|           |                                                             |               |       
|           | Statements of Operations                                    |               | 4     
|           |                                                             |               |       
|           | Statements of Cash Flows                                    |               | 5     
|           |                                                             |               |       
|           | Supplemental Schedules to Statement of Cash Flows           | 6            
|           |                                                             |               |       
|           | Notes to Financial Statements                               |               | 7     
|           |                                                             |               |       
|Item 2.    | Management's Discussion and Analysis of Financial Condition |              
|           | and Plan of Operations                                      |               | 8     
|           |                                                             |               |       
|Part II.   | OTHER INFORMATION                                           |               |       
|           |                                                             |               |       
|Item 1.    | Legal Proceedings                                           |               | 9     
|           |                                                             |               |       
|Item 2.    | Change in Securities and Use of Proceeds                    | 9            
|           |                                                             |               |       
|Item 3.    | Defaults Upon Senior Securities                             |               | 9     
|           |                                                             |               |       
|Item 4.    | Submission of Matters to a Vote of Security Holders         | 9            
|           |                                                             |               |       
|Item 5.    | Other Information                                           |               | 9     
|           |                                                             |               |       
|Item 6.    | Exhibits and Reports on Form 8-K                            |               | 9     
|           |                                                             |               |       
|SIGNATURES |                                                             | 9            



---

PART I.  FINANCIAL INFORMATION



ITEM 1.  Financial Statements





|PROBOOK, INC.                
|-----------------------------
|(A Development Stage Company)
|BALANCE SHEETS               





|                                               |                                                  |                           | June 30, 2001
|---------------------------------------------- | ------------------------------------------------ | ------------------------- | -------------
|                                               |                                                  |                           | (unaudited)  
|Assets                                         |                                                  |                           |              
|                                               |                                                  |                           |              
|Current Assets                                 |                                                  |                          
|                                               | Cash and cash equivalents                        | $                         | 2,296        
|                                               | Receivable from related parties                  | 23,500                   
|                                               |                                                  |                           |              
|                                               | Total current assets                             | $                 25,796 
|                                               |                                                  |                           |              
|Property and Equipment                         |                                                  |                          
|                                               | Computer equipment                               | $                         | 600          
|                                               | Accumulated depreciation                         | (20)                     
|                                               |                                                  |                           |              
|                                               |                                                  | 580                      
|                                               |                                                  |                           |              
|                                               | Total assets                                     | $                 26,376 
|                                               |                                                  |                           |              
|Liabilities and Stockholders' Equity           |                                                  |                          
|                                               |                                                  |                           |              
|Current Liabilities                            |                                                  |                          
|                                               | Trade payables                                   | $                         | 1,483        
|                                               | Loan payable                                     | 3,000                    
|                                               |                                                  |                           |              
|                                               | Total Current Liabilities                        | $                   4,483
|                                               |                                                  |                           |              
|Stockholders'Equity                            |                                                  |                          
|                                               |                                                  |                           |              
|                                               | Common Stock, par value $.001 per share,         |                           |              
|authorized 20,000,000; issued and outstanding, |                                                  |                          
|1,237,433 shares as of June 30, 2001           |                                                  | 1,237                    
|                                               | Additional paid-in capital                       |                           | 1,293,828    
|                                               | Deficit accumulated during the development stage | (1,273,172)              
|                                               |                                                  |                           |              
|                                               | Total Stockholders' Equity                       | 21,893                   
|                                               |                                                  |                           |              
|                                               | Total Liabilities and Stockholders' Equity       | $                 26,376 



The accompanying notes are an integral part of the financial statements.





---



|PROBOOK, INC.                
|-----------------------------
|(A Development Stage Company)
|STATEMENTS OF OPERATIONS     





|                                        |                      |                          |                    |          | From Inception    
|--------------------------------------- | -------------------- | ------------------------ | ------------------ | -------- | ------------------
|                                        |                      |                          |                    |          | (January 14, 1998)
|                                        |                      | For the Six Months Ended |                    | Through 
|                                        | June 30, 2000        | June 30, 2001            | June 30, 2001     
|                                        |                      |                          |                    |          |                   
|Income                                  | $                    | -                        | $                  | -        | $                 
|                                        |                      |                          |                    |          |                   
|Operating expenses                      | (40,475)             | (21,265)                 | (1,270,951)       
|                                        |                      |                          |                    |          |                   
|Loss from Operations                    |                      | (40,475)                 |                    | (21,265) |                   
|                                        |                      |                          |                    |          |                   
|Other Income (Expenses)                 |                      |                          |                    |          |                   
|Rental income                           |                      | -                        |                    | -        |                   
|Interest income                         |                      | -                        |                    | -        |                   
|Gain on sale of technology              |                      | -                        |                    | -        |                   
|Loss on sale of equipment and furniture |                      | (22,712)                 |                    | -        |                   
|Interest expense                        | (99)                 | -                        | (4,777)           
|                                        |                      |                          |                    |          |                   
|Net Loss Before Income Taxes            | $                    | (63,286)                 | $                  | (21,265) | $                 
|                                        |                      |                          |                    |          |                   
|Income Taxes                            | (800)                | (800)                    | (3,200)           
|                                        |                      |                          |                    |          |                   
|Net Loss                                | $           (64,086) | $           (22,065)     | $      (1,273,172)
|                                        |                      |                          |                    |          |                   
|Basic loss per share:                   |                      |                          |                    |          |                   
|Loss from operation                     | $           n/a      | $        n/a             |                    |         
|                                        |                      |                          |                    |          |                   
|Weighted Average Common                 |                      |                          |                    |          |                   
|Shares Outstanding                      | 4,163,383            | 1,237,433                |                    |         



The accompanying notes are an integral part of the financial statements





---



|PROBOOK, INC.                
|-----------------------------
|(A Development Stage Company)
|STATEMENTS OF CASH FLOWS     





|                                                               |                    |                          |                          |          | From Inception    
|-------------------------------------------------------------- | ------------------ | ------------------------ | ------------------------ | -------- | ------------------
|                                                               |                    |                          |                          |          | (January 14, 1998)
|                                                               |                    | For the Six Months Ended |                          | Through 
|                                                               | June 30, 2000      | June 30, 2001            | June 30, 2001           
|Cash Flows from Operating Activities                           |                    |                          |                          |          |                   
|Net loss                                                       | $                  | (64,086)                 | $                        | (22,065) | $                 
|Adjustments to reconcile net loss to net                       |                    |                          |                          |          |                   
|cash provided by operating activities:                         |                    |                          |                          |          |                   
|Depreciation                                                   |                    | 4,248                    |                          | 20       |                   
|Interest expense                                               |                    | 363                      |                          | -        |                   
|Gain on sale of technology                                     |                    | -                        |                          | -        |                   
|Loss on disposition of assets                                  |                    | 22,712                   |                          | -        |                   
|(Increase) Decrease in Assets                                  |                    |                          |                          |          |                   
|(Increase) decrease in employee advances                       |                    |                          |                          | -        |                   
|(Increase) decrease in prepaid expenses                        |                    | -                        |                          | -        |                   
|(Increase) in organization costs                               |                    |                          |                          | -        |                   
|Increase (Decrease) in Liabilities                             |                    |                          |                          |          |                   
|Increase (decrease) in accounts payable                        |                    | (2,060)                  |                          | (760)    |                   
|Increase (decrease) in income taxes payable                    | 800                | -                        | -                       
|                                                               |                    |                          |                          |          |                   
|Net cash used in operating activities                          | (38,023)           | (22,805)                 | (1,232,842)             
|                                                               |                    |                          |                          |          |                   
|Cash Flows from Investing Activities                           |                    |                          |                          |          |                   
|Proceeds from sale of assets                                   |                    | 2,850                    |                          | -        |                   
|Equipment acquisition                                          | -                  | (600)                    | (43,089)                
|                                                               |                    |                          |                          |          |                   
|Net cash provided (used) in investing activities               | 2,850              | (600)                    | (40,239)                
|                                                               |                    |                          |                          |          |                   
|Cash Flows from Financing Activities                           |                    |                          |                          |          |                   
|Gross proceeds from private offerings                          |                    | 30,000                   |                          | -        |                   
|Advances from related parties                                  |                    | 13,500                   |                          | -        |                   
|Repayments to related parties                                  |                    | (3,000)                  |                          | -        |                   
|Loans to related parties                                       |                    | -                        |                          | (15,000) |                   
|Loan repayments from related parties                           | -                  | -                        | 5,000                   
|                                                               |                    |                          |                          |          |                   
|Net cash provided by financing activities                      | 40,500             | (15,000)                 | 1,275,377               
|                                                               |                    |                          |                          |          |                   
|Net Increase (Decrease) in Cash and                            |                    |                          |                          |          |                   
|Cash equivalents                                               |                    | 5,327                    |                          | (38,405) |                   
|                                                               |                    |                          |                          |          |                   
|Beginning Balance - Cash and cash equivalents            3,603 | 40,701             | -                       
|                                                               |                    |                          |                          |          |                   
|Ending Balance - Cash and Cash Equivalents                     | $            8,930 | $              2,296     | $                  2,296



The accompanying notes are an integral part of the financial statements





---



|PROBOOK, INC.                        
|-------------------------------------
|(A Development Stage Company)        
|CONSOLIDATED STATEMENTS OF CASH FLOWS





|SUPPLEMENTAL SCHEDULES TO STATEMENT OF CASH FLOWS |  |                              
|------------------------------------------------- |  | -----------------------------
|                                                  |  |                              
|                                                  |  |                              
|                                                  |  |                              
|                                                  |  | For the Three Months Ended   
|                                                  |  | June 30, 2000                
|                                                  |  |                              
|Cash Paid During Year For:                        |  |                              
|                                                  |  |                              
|Income Taxes                                      |  | $                           -
|                                                  |  |                              
|Interest                                          |  | $                           -



The accompanying notes are an integral part of the financial statements.





---



|PROBOOK, INC.                
|-----------------------------
|(a Development Stage Company)
|NOTES TO FINANCIAL STATEMENTS



Note 1



- In the opinion of the Companys management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 2001,
and the results of operations and cash flows for the six month periods ended June 30, 2001 and 2000, and for the period from the Companys inception (January 14, 1998) through June 30, 2001.  The operating results of the Company on a semi-annual
basis may not be indicative of operating results for the full year.





---

PROBOOK, INC.



Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations



Results of Operations for the six-months ended June 30, 2000

Operating expenses of $40,475 comprises of consulting fees of $23,000, insurance of  $6,177 (consisting of health insurance), depreciation of $4,248,  rent of $1,852, entertainment and travel of $1,241, and telephone of $2,061.

Also during the six-month period, the Company realized a loss of $22,712 from the sale of its computer equipment and furnishings to an affiliate and incurred $99 in interest expense.

Results of Operations for the six-months ended June 30, 2001

The majority of the net loss of $21,265 comprises of $5,500 in legal fees, $6,582 in insurance ($6,528 consisting of health insurance), $3,510 in accounting fees, office supplies of $762, equipment rental of $1,312, telephone of $919, and $800 in
franchise tax.

Liquidity and Capital Resources

For the six-months ended June 30, 2000.

During the six-month period June 30, 2000, the Companys cash position increased by $5,327. The Company received $30,000 through the issuance of its common stock, $13,500 as a loan from an affiliate, and $2,850 through the sale of its computer
equipment and furnishings. The Company used $38,023 in its operations and repaid $3,000 in loans to an affiliate.

For the six-months ended June 30, 2001.

During the six-month period June 30, 2001, the Companys cash position decreased by $38,405, of which $22,805 was used in operations, $600 was used to buy computer equipment, and $15,000 was paid to a related party (Greg Writer) as a loan.

8



---

PROBOOK, INC.





|Part II. | OTHER INFORMATION                                       
|-------- | --------------------------------------------------------
|         |                                                         
|Item 1.  | Legal Proceedings                                       
|         | None                                                    
|         |                                                         
|Item 2.  | Change in Securities and Use of Proceeds                
|         | None                                                    
|         |                                                         
|Item 3.  | Defaults Upon Senior Securities                         
|         | None                                                    
|         |                                                         
|Item 4.  | Submission of Matters to a Vote of Security Holders     
|         | Not applicable                                          
|         |                                                         
|Item 5.  | Other Information                                       
|         | Not applicable                                          
|         |                                                         
|Item 6.  | Exhibits and Reports on Form 8-K                        
|         | No other filing were made as of the date of this filing.



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.





|PROBOOK, INC.         
|----------------------
|                      
|                      
|By:  /s/ David Spoon  
|David Spoon, President



Date:  July 24, 2001





---