SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 1921, 2002

Date of Earliest Event Reported: February 1121, 2002

Probook, Inc. (Exact Name of Registrant as Specified in its Charter) ~~(Former Name of Registrant)~~

(Former Name of Registrant)

California

(State of Organization)

33-0786687

(I.R.S. Employer Identification No.)

Commission File Number 000-31971

4051 Glencoe Ave., #8

Marina Del Rey, CA 90292

(Address of Principal Executive Offices)

Registrants Telephone Number (including area code) (310) 577-6700

(Former Name and Address of Registrant)

ITEM 1.

CHANGES IN CONTROL OF REGISTRANT.

Resulting from the Board approval ofterminating ~~the~~ License purchased as discussed in Item 2 of this report, management has knowledge of a change in control of the registrant back to that which existed prior to February 11,2002.

On February 1121, 2002, ~~Mr.~~the ~~Dean~~obligation ~~Tornabene~~to ~~received~~issue Common Shares of the company sufficient to control the registrant was terminated. ~~The~~Due to the failure of consideration given by Mr. Tornabene is described in Item 2 of this current report no common shares were issued. The percentage of voting securities of the registrant directly or indirectly controlled by Mr. Tornabene as of the date of this report is 800% ~~and was obtained from the registrant pursuant to the transaction described in item 2 of this report~~.

The shareholders having beneficial ownership of		more than 5% of the	issued and outstanding
shares of the company’s common stock is as follows:
Title of Class	Beneficial Owner	Amount Owned	Percent of Class
Common Shares	~~Dean~~Jeffrey ~~Tornabene~~Chattfield	8202,~~000,000~~513	8010%
	4051 Glencoe Ave., #8
	13712 Sorbonne Ct.
	Marina Del Rey, CA 90292
	San Diego, CA 92128
Common Shares	Edward Braken	187,670	9.4%
	14011 Ridge Ranch Rd.
	Valley Center, CA 92082
Common Shares	Mary Writer	375,028	18.7%
	2682 Auralie Dr.
	Escondido, CA 92025
Common Shares	Moon Lew	366,000	18.3%
	2122 Mason St
	San Francisco, CA 92026
Common Shares	David Spoon	187,679	9.4%
	31250 Rivoli Road
	Valley Center, CA 92082
The security ownership of the management as of the date of this report is as follows:
Title of Class	Beneficial Owner	Amount Owned	Percent of Class
Common Shares	~~Dean~~Jeffrey ~~Tornabene~~Chatfield	8202,~~000,000~~513	8010%
	Director, CEO
Common Shares	Jeffrey Chatfield	202,513	2%
	Director, Secretary
Common Shares	Laura Perryman	0	0%
	Interim President, Treasurer
	President, Treasurer

ITEM 2.

ACQUISITION OR DISPOSITION OF ASSETS.

On February 1121, 2002, our Board of Directors ~~approved~~terminated the purchase of a License for the exclusive rights to a fitness product called the “AB Swing”. The licensing Agreement iswas an exclusive agreement whereby Probook, Inc. was granted all rights in association with the development, marketing, and distribution of the “AbSwingTM” (the “Product”); a patent pending abdominal exercise device with US Patent pending document # 10/041995, whose name has US trademark pending serial #76/320380.

The License was purchased ~~from~~for ~~Mr.~~eight ~~Dean~~(8) ~~Tornabene,~~million anshares ~~individual.~~of MrProBook Inc. ~~Tornabene~~Common ~~has~~Stock, ~~developed~~at ~~several~~a ~~popular~~par ~~fitness~~value ~~products~~of ~~and~~0.001 ~~food~~cents ~~supplements.~~per ~~Many~~share, offor ~~these~~a ~~products~~total ~~have~~value ~~been~~of ~~marketed~~$8,000 onand ~~television~~included ~~through~~royalty ~~the~~provisions ~~use~~to ofthe ~~infomercials~~Licensor. MrThe ~~Tornabene,~~termination ~~held~~of the ~~National~~agreement ~~Bodybuilding~~by ~~title~~mutual ascent of ~~Mr.~~the ~~America~~parties, ~~and~~created is a ~~contributing~~failure ~~editor~~of ~~for~~consideration ~~several~~relieving ~~publications~~Probook, ~~including~~Inc. ~~Muscle~~of ~~and~~its ~~Fitness~~promise to issue 8,000,000 ~~Flex~~Shares ~~and~~of ~~Shape~~common stock to Mr. Tornabene.

~~Mr.~~The ~~Tournabene~~termination ~~had~~of nothe ~~prior~~License ~~relationship~~agreement ~~with~~resulted ~~the~~from ~~registrant,~~developments ~~any~~related ~~affiliates~~to the status of the ~~registrant,~~Trademark. It ~~any~~was ~~director~~agreed orthat ~~officer~~until ofsuch time as the ~~registrant,~~Trademark orwas ~~any~~approved ~~associate~~and fully registered, development of ~~any~~this ~~such~~product ~~director~~by orProbook, ~~officer~~Inc. may present an unacceptable level of risk. These developments were unknown to the Probook, Inc. ~~sought~~Board ~~potential~~when ~~opportunities~~it decided to ~~expand~~purchase ~~operations~~the ~~and~~license. ~~initiated~~The ~~contact~~Licensor ~~with~~has ~~Mr.~~agreed ~~Tornabene~~to assume all direct expenses, if any, related to the termination.

The ~~License~~Board ~~was~~continues ~~purchased~~to ~~for~~believe ~~eight~~that ~~(8)~~products ~~million~~associated ~~shares~~with ~~of ProBook Inc~~Mr. ~~Common~~Tornabene ~~Stock,~~present at a ~~par~~significant ~~value~~opportunity ~~of 0.001 cents per share, for a total value of $8,000 and includes royalty provisions~~ to ~~the Licensor of 5% on the “Adjusted Gross Revenue” of non-retail sales~~Probook, ~~which~~Inc. ~~is the sales price minus shipping~~ and ~~handling~~negotiations charges, sales taxes, VAT, other taxes imposed upon sales collected, less all returns, refunds, credits and other allowances to customers and 7% on all retail sales based on “Adjusted Gross Revenue” for ~~all gross collected revenues, calculated by using~~ the ~~invoice~~licensing ~~selling~~of ~~price~~a tomore ~~customers,~~suitable ~~less~~product ~~all~~may ~~returns, refunds, credits, co-op, chargeback’s, placement allowances, sales fees, and freight~~continue. ~~Royalties on International sales are at 5% of Adjusted Gross Revenue~~

~~The~~ITEM Board considered, including but not limited to the following factors when determining the amount of consideration for this purchase: the historic losses of the company, lack of current revenues, historic difficulties in implementing the current business plan, illiquidity of the company’s Common Stock and the lack of available capital resources when making its valuation of the compensation related to the licensing agreement3. ~~The Board further considered the past performance of products associated with Mr. Tornabene and felt this agreement would be beneficial to the shareholders.~~

ITEM 3.	BANKRUPTCY OR RECEIVERSHIP.
	None
ITEM 4.	CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
	None

BANKRUPTCY OR RECEIVERSHIP.

None

ITEM 4.

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

None

ITEM 5.

OTHER EVENTS.

OnEffective February 1121, 2002, ~~it was resolved by~~ the Board ~~that Dean Tornabene would be appointed to the Board~~ of Directors toaccepted ~~fill one of~~ the ~~vacancies~~resignation ~~created by resignations~~ of ~~past~~Dean ~~Board~~Tornabene ~~members~~as ~~and to serve until~~ the ~~next~~company’s ~~annual~~Chief ~~meeting~~Executive ~~of the shareholders~~officer.

Effective February 1121, 2002 the Board of Directors ~~appointed~~accepted ~~Dean~~the ~~Tornabene~~resignation toof ~~serve~~Laura Perryman as the company’s ~~Chief~~President, ~~Executive~~and ~~officer~~Treasurer.

~~Effective~~Jeffrey ~~February~~Chatfield ~~11,~~continues ~~2002,~~to serve in the ~~Board~~position of ~~Directors~~Secretary ~~appointed~~and ~~Laura~~will ~~Perryman~~act ~~to serve~~ as ~~the~~Interim ~~company’s~~ President, and Treasurer.

OnITEM ~~February 11, 2002, it was resolved by the Board of Directors that corporation’s name would be changed to American Design Innovations, Inc~~6.

ITEM 6.	RESIGNATION OF REGISTRANT’S DIRECTORS.
	None
ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS.
	None.
ITEM 8.	CHANGE IN FISCAL YEAR.
	None.
ITEM 9.	SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
	None.

RESIGNATION OF REGISTRANT’S DIRECTORS.

Probook Inc. has received and accepted the resignation of Dean Tornabene as a director of the company. This resignation is effective February 21, 2002.

The resignation is not the result of any disagreement with Probook Inc. on any matter relating to the operations, policies or practices of the company.

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS.

None.

ITEM 8.

CHANGE IN FISCAL YEAR.

None.

ITEM 9.

SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be singed on its behalf by the undersigned hereunto duly authorized.

Probook, Inc. /s/ ~~Laura~~Jeffrey ~~Perryman~~Chatfield By: ~~Laura~~Jeffrey ~~Perryman~~Chatfield ~~President~~Interim ~~and Treasurer~~President

Date: February 1921, 2002

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