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









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





|000-31971               
|------------------------
|(Commission file number)





|Probook, Inc.                                                    
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)





|California                       
|---------------------------------
|(State or other jurisdiction     
|of incorporation or organization)





|33-0786687         
|-------------------
|(IRS Employer      
|Identification No.)





|44011 Ridge Ranch Road                  
|----------------------------------------
|Valley Center, California 92083         
|(Address of principal executive offices)





|(760) 749-4535             
|---------------------------
|(Issuer's telephone number)





|                                                                                  
|----------------------------------------------------------------------------------
|(Former name, former address and former fiscal year, if changed since last report)



[X]



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.



The number of shares outstanding of each of the issuer's classes of common equity: As of March 31, 2002 - 1,237,433 shares of Common Stock



Transitional Small Business Disclosure Format (check one):  Yes [X]   No [  ]

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|           |                                                             | Probook, Inc. |       
|---------- | ----------------------------------------------------------- | ------------- | ------
|           |                                                             |               |       
|           |                                                             | Index         |       
|           |                                                             |               | Page  
|           |                                                             |               | Number
|           |                                                             |               |       
|PART I.    | FINANCIAL INFORMATION                                       |               |       
|           |                                                             |               |       
|Item 1.    | Financial Statements                                        |               |       
|           |                                                             |               |       
|           | Accountant's Review Letter                                  |               | 3     
|           |                                                             |               |       
|           | Balance Sheet as of March 31, 2002                          |               | 4     
|           |                                                             |               |       
|           | Statement of Operations                                     |               | 5     
|           |                                                             |               |       
|           | Statement of Cash Flows                                     |               | 6     
|           |                                                             |               |       
|           | Supplemental Schedules to Statement of Cash Flows           | 7            
|           |                                                             |               |       
|           | Notes to Financial Statements                               |               | 8     
|           |                                                             |               |       
|Item 2.    | Management's Discussion and Analysis of Financial Condition |              
|           | and Plan of Operations                                      |               | 9     
|           |                                                             |               |       
|Part II.   | OTHER INFORMATION                                           |               |       
|           |                                                             |               |       
|Item 1.    | Legal Proceedings                                           |               | 10    
|           |                                                             |               |       
|Item 2.    | Change in Securities and Use of Proceeds                    | 10           
|           |                                                             |               |       
|Item 3.    | Defaults Upon Senior Securities                             |               | 10    
|           |                                                             |               |       
|Item 4.    | Submission of Matters to a Vote of Security Holders         | 10           
|           |                                                             |               |       
|Item 5.    | Other Information                                           |               | 10    
|           |                                                             |               |       
|Item 6.    | Exhibits and Reports on Form 8-K                            |               | 10    
|           |                                                             |               |       
|SIGNATURES |                                                             | 11           



---

PART I.  FINANCIAL INFORMATION



ITEM 1.  Financial Statements









|JONATHON P. REUBEN CPA          
|--------------------------------
|AN ACCOUNTANCY CORPORATION      
|23440 HAWTHORNE BLVD., SUITE 270
|TORRANCE, CA 90505              





|To the Board of Directors,
|--------------------------
|Probook, Inc.             
|San Diego, CA             



We have reviewed the accompanying balance sheet of Probook, Inc, (a development stage company) as of March 31, 2002, and the related statements of operations and cash flows for the three-month periods ended March 31, 2002 and 2001, and from the Companys inception (January 14, 1998) through March 31, 2002.  These financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to the financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles.





|ss/ Jonathon P. Reuben CPA 
|---------------------------
|                           
|Jonathon P. Reuben,        
|Certified Public Accountant
|May 15, 2002               





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|Probook, Inc.                
|-----------------------------
|(A Development Stage Company)
|BALANCE SHEETS               





|                                                 | March 31, 2002           
|------------------------------------------------ | -------------------------
|                                                 |                          
|Assets                                           |                          
|                                                 |                          
|Current Assets                                   |                          
|Cash and cash equivalents                        | $                        
|Loan receivable - affiliate                      | 16,000                   
|                                                 |                          
|Total Current Assets                             |                          
|                                                 |                          
|Property and Equipment                           |                          
|Computer equipment,                              |                          
|net accumulated depreciation of $110             | 490                      
|                                                 |                          
|Total Assets                                     | $                 16,494 
|                                                 |                          
|Liabilities and Stockholders' Equity (Deficit)   |                          
|                                                 |                          
|Current Liabilities                              |                          
|Franchise tax payable                            | $                        
|Loan payable                                     | 3,000                    
|                                                 |                          
|Total Current Liabilities                        | $                   3,800
|                                                 |                          
|                                                 |                          
|Stockholders' Equity  (Deficit)                  |                          
|                                                 |                          
|Common Stock, par value $.001 per share,         |                          
|authorized 20,000,000 issued and outstanding     |                          
|1,237,433 shares as of March 31, 2002            |                          
|Additional paid-in capital                       |                          
|Deficit accumulated during the development stage | (1,282,371)              
|                                                 |                          
|Total Stockholders' Equity (Deficit)             | 12,694                   
|                                                 |                          
|Total Liabilities and Stockholders' Equity       | $                 16,494 









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|Probook, Inc.                
|-----------------------------
|(A Development Stage Company)
|STATEMENTS OF OPERATIONS     





|                                          |                      |                            |                    |         | From Inception    
|----------------------------------------- | -------------------- | -------------------------- | ------------------ | ------- | ------------------
|                                          |                      |                            |                    |         | (January 14, 1998)
|                                          |                      | For the Three Months Ended |                    | Through
|                                          | March 31, 2001       | March 31, 2002             | March 31, 2002    
|                                          |                      |                            |                    |         |                   
|Income                                    | $                    | -                          | $                  | -       | $                 
|                                          |                      |                            |                    |         |                   
|Operating expenses                        | (9,217)              | (410)                      | (1,279,350)       
|                                          |                      |                            |                    |         |                   
|Loss from operations                      |                      | (9,217)                    |                    | (410)   |                   
|                                          |                      |                            |                    |         |                   
|Other income (expense)                    |                      |                            |                    |         |                   
|                                          |                      |                            |                    |         |                   
|Rental income                             |                      | -                          |                    | -       |                   
|Interest income                           |                      |                            |                    |         |                   
|Gain on sale of technology                |                      |                            |                    |         |                   
|Loss on sale of equipment and furniture   |                      |                            |                    |         |                   
|Interest expense                          |                      |                            | (4,777)           
|                                          |                      |                            |                    |         |                   
|Net loss before taxes                     |                      | (9,217)                    |                    | (410)   |                   
|                                          |                      |                            |                    |         |                   
|Income Taxes                              |                      | (800)                      |                    | (800)   |                   
|                                          |                      |                            |                    |         |                   
|Net Loss                                  | $         (10,017)   | $           (1,210)        | $      (1,282,371)
|                                          |                      |                            |                    |         |                   
|Basic loss per share:                     |                      |                            |                    |         |                   
|Loss from operation                       | $             (0.01) | $                     -    |                    |        
|                                          |                      |                            |                    |         |                   
|Basic weighted average shares outstanding | 1,237,433            | 1,237,433                  |                    |        









---



|Probook, Inc.                
|-----------------------------
|(A Development Stage Company)
|STATEMENTS OF CASH FLOWS     





|                                                                          |                     |                            |                          |         | From Inception    
|------------------------------------------------------------------------- | ------------------- | -------------------------- | ------------------------ | ------- | ------------------
|                                                                          |                     |                            |                          |         | (January 14, 1998)
|                                                                          |                     | For the Three Months Ended |                          | Through
|                                                                          | March 31, 2001      | March 31, 2002             | March 31, 2002          
|                                                                          |                     |                            |                          |         |                   
|Cash Flows from Operating Activities                                      |                     |                            |                          |         |                   
|Net Loss                                                                  | $                   | (10,017)                   | $                        | (1,210) | $                 
|Adjustments to reconcile net loss to                                      |                     |                            |                          |         |                   
|net cash used in operating activities:                                    |                     |                            |                          |         |                   
|Depreciation                                                              |                     | -                          |                          | 30      |                   
|Interest expense                                                          |                     | -                          |                          | -       |                   
|Gain on sale of technology                                                |                     | -                          |                          | -       |                   
|Loss on disposition of assets                                             |                     | -                          |                          | -       |                   
|(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                                   |                     | (1,134)                    |                          | (980)   |                   
|Increase (decrease) in income taxes payable                               | -                   | 800                        | 800                     
|                                                                          |                     |                            |                          |         |                   
|Net cash used in operating activities                                     | (11,151)            | (1,360)                    | (1,242,634)             
|                                                                          |                     |                            |                          |         |                   
|Cash Flows from Investing Activities                                      |                     |                            |                          |         |                   
|Proceeds from sale of assets                                              |                     | -                          |                          | -       |                   
|Equipment acquisition                                                     | -                   | -                          | (43,089)                
|                                                                          |                     |                            |                          |         |                   
|Net cash provided (used) in investing activities                        - | -                   | (40,239)                  
|                                                                          |                     |                            |                          |         |                   
|Cash Flows from Financing Activities                                      |                     |                            |                          |         |                   
|Gross proceeds from private offerings                                     |                     | -                          |                          | -       |                   
|Advances from affiliates                                                  |                     | -                          |                          | -       |                   
|Repayments to affiliates                                                  |                     | -                          |                          | -       |                   
|Loans to affiliates                                                       |                     | -                          |                          | -       |                   
|Loan repayments from affiliates                                           | -                   | -                          | 12,500                  
|                                                                          |                     |                            |                          |         |                   
|Net cash provided by financing activities                                 | -                   | -                          | 1,282,877               
|                                                                          |                     |                            |                          |         |                   
|Net Increase (Decrease) in                                                |                     |                            |                          |         |                   
|Cash and Cash Equivalents                                                 | $                   | (11,151)                   | $                        | (1,360) | $                 
|                                                                          |                     |                            |                          |         |                   
|Beginning Balance -                                                       |                     |                            |                          |         |                   
|Cash and cash equivalents -                                               | 40,701              | 1,364                      | -                       
|                                                                          |                     |                            |                          |         |                   
|Ending Balance -                                                          |                     |                            |                          |         |                   
|Cash and cash equivalents -                                               | $            29,550 | $                     4    | $                      4









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|Probook, Inc.                
|-----------------------------
|(A Development Stage Company)
|STATEMENTS OF CASH FLOWS     





|SUPPLEMENTAL SCHEDULES TO STATEMENT OF CASH FLOWS |                           
|------------------------------------------------- | --------------------------
|                                                  |                           
|                                                  |                           
|                                                  |                           
|                                                  |                           
|                                                  | For the Three Months Ended
|                                                  | March 31, 2001            
|                                                  |                           
|Cash Paid During Year For:                        |                           
|                                                  |                           
|Income Taxes                                      | $800                      
|                                                  |                           
|Interest                                          | $1,009                    









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|Probook, Inc.                
|-----------------------------
|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 March 31, 2002, and the results of its operations and cash flows for the three-month periods ended March 31, 2001 and 2002, and for the period from the Company's inception (January 14, 1998) through March 31, 2002. The operating results of the Company on a quarterly 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



This statement includes projections of future results and forward looking statements as that term is defined in Section 27A of the Securities Act of 1933 as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934 as amended (the Exchange Act).  All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements.  Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.



Financial Summary





|Results of Operations for the Three-Months Ended March 31, 2001                               
|----------------------------------------------------------------------------------------------
|                                                                                              
|The net loss of $10,017 was comprised of operating expenses of $9,217and income taxes of $800.
|                                                                                              
|Results of Operations for the Three-Months Ended March 31, 2002                               
|                                                                                              
|The net loss of $1,210 was comprised of operating expenses of $410 and income taxes of $800.  



Liquidity and Capital Resources



For the Three-Months ended March 31, 2001.

During the three-month period ended March 31, 2001 the Companys cash position decreased by $11,151. The Company used $10,017 in its operations.

For the Three-Months ended March 31, 2002.

During the three-month period ended March 31, 2002 the Companys cash position decreased by $1,360, all used in the Company's operations.



Management Plan of Operations



Since inception, Probook has had limited operation and operating losses. Management is currently evaluating the current business plan to determine capital requirements to develop both short and long-term revenue sources sufficient to fully implement and expand operations. Management may also consider opportunities outside the current business plan; which could include additional funding means or evaluating and conducting a business combination, acquisition or merger.





---

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                                  
|         | None                                               



Item 6. Exhibits and Reports on Form 8-K



Exhibits



Charter and By-laws



No changes have been made, therefore the company incorporates by reference the exhibit 3(a) Articles of Incorporation and the exhibit 3(b) By-laws, filed with the Companys Form 10-SB on November 16, 2000.



Reports on Form 8-K





|1.  | Report on Form 8-K, Probook, Inc., filed on February 5, 2002;
|--- | -------------------------------------------------------------
|(a) | resignation of certain officers                              
|(b) | resignation of certain directors                             
|    |                                                              
|2.  | Report on Form 8-K, Probook, Inc., filed February 20, 2002;  
|(a) | changes in control of registrant                             
|(b) | acquisition or disposition of assets                         
|(c) | appointments of certain officers and directors               
|    |                                                              
|3.  | Report on Form 8-K, Probook, Inc., filed February 28, 2002;  
|(a) | changes in control of registrant                             
|(b) | acquisition or disposition of assets                         
|(c) | resignation of certain officers                              
|(d) | resignation of certain directors                             
|(e) | appointment of certain officer and director                  





---

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/ Jeffrey Chatfield, President
|Jeffrey Chatfield, President         



Date:  May 20, 2002





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