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

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:	July 18, 2002

Date of Earliest Event Reported:	July 10, 2002

~~Date~~estream, Inc. (Exact Name of ~~Report: February~~Registrant ~~21,~~as ~~2002~~ Specified in its Charter)

~~Date~~Probook, ofInc. ~~Earliest~~(Former ~~Event~~Name ~~Reported: February~~of ~~21, 2002~~ Registrant)

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

(Former Name of Registrant)

California (State of Organization)

33-0786687

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

Commission File Number: 000-31971

~~Commission~~3375 ~~File~~S. ~~Number 000-31971~~ Aldebaran suite A Las Vegas, Nevada 89102 (Address of Principal Executive Offices)

Registrants Telephone Number (including area code): (702) 228-7741

~~4051~~Probook, ~~Glencoe Ave~~Inc., #844011 ~~Marina~~Ridge ~~Del~~Ranch ~~Rey~~Road Valley Center, CACalifornia ~~90292~~92083 (~~Address~~Former ofName ~~Principal~~and ~~Executive~~Address ~~Offices~~of Registrant)

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 ~~terminating~~of ~~License~~the ~~purchased~~Agreement and Plan of Reorganization 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~~.

OnEffective ~~February~~July 2110, 2002, estream, Inc. (Formerly Probook Inc.) entered into an Agreement and Plan of Reorganization, hereafter “the ~~obligation~~plan”. Pursuant to ~~issue~~the ~~Common~~plan, ~~Shares~~8,275,080 shares of Common shares shall be issued and exchanged on the ~~company~~basis ~~sufficient~~of (.825) shares of estream, Inc. common shares for each common share of estream Wireless Networks Inc with fractional shares being rounded up to ~~control~~the next whole share. On the ~~registrant~~effective ~~was~~date ~~terminated~~estream, Inc. ~~Due~~2,085,000 shares of common stock were issued and outstanding. As a group, the exchange resulting from the plan will be sufficient to control the ~~failure~~registrant. ofThe consideration given by MrThe shareholders of estream Wireless Networks Inc. ~~Tornabene~~represents is100% of the issues and outstanding stock of estream Wireless Networks Inc. 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 Mrthe shareholders of estream Wireless Networks, Inc. ~~Tornabene~~will asbe of80% and will be obtained upon closing from the ~~date~~registrant pursuant to the transaction described in item 2 of this report ~~is 0%~~.

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	Jeffrey Chattfield	202,513	10%
	13712 Sorbonne Ct.
	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	Jeffrey Chatfield	202,513	10%
	Director, Secretary
	Interim President, Treasurer

The shareholders having beneficial ownership of more than 5% of the issued and outstanding shares of the company’s common stock upon closing will be as follows:

Title of Class	Beneficial Owner	Amount Owned	Percent of Class

Common Shares	Jon D. Fondy	2,390,167	23.1%
	3375 S. Aldebaran suite A
	Las Vegas, NV 89102
Common Shares	Shareall	521,400	5.0%
	2370 W. Hwy 89A #11-407
	Sedona, Arizona 86336
Common Shares	Tim A Cegavske	690,525	6.7%
	6465 Loredo St.
	Las Vegas, NV 89146

The security ownership of the management of the registrant as of the date of this report is as follows:

Title of Class	Beneficial Owner	Amount Owned	Percent of Class

Common Shares	Jeffrey Chatfield	187,513	2%
	Director, Interim President,
	Treasurer, Secretary

Upon closing, pursuant to the plan, Jon D. Fondy will be appointed as a director filling a vacancy until the next annual meeting of the shareholders.

The new group is 58 shareholders and although no arrangements or understandings among the former or new control groups exist with respect to the election of directors or other matters, the following information related to the 100% subsidiary is included due to the subsidiary’s operations being the dominant operations of the registrant.

The security ownership upon closing of the management of the 100% owned subsidiary as of the date of this report is as follows:

Title of Class	Beneficial Owner	Amount Owned		Percent of Class

Common Shares	Jon D. Fondy	2,390,167		23.1%
	Director, President, Secretary
Common Shares	Gary W. Whittington	330,000		3.2%
	Director, Sr. Vice President,
	Chief Operations Officer
Common Shares	Lucinda O’Mara	63,113		.06%
Vice President
Common Shares	R. Charles Clay	228,113		2.2%
	Vice President
Common Shares	John Hathcock	63,113		0.6%
	Director
Common Shares	Larry Lamoreux		0	0.0%
	Director
Common Shares	Phil Reed		0	0.0%
	Director

Jon D. Fondy, Gary W. Whittington, Lucinda O’Mara and R. Charles Clay each hold 1,000,000 options to purchase common stock at $ 0.10 per share and have an additional 1,000,000 options to purchase common stock at $0.10 vesting over a three year period. The options expire five years from the date vested and were received as compensation related to employment agreements between each officer and estream Wireless Networks, Inc. upon closing these options will be converted to options to purchase estream, Inc. common shares under the same terms.

ITEM 2.

ACQUISITION OR DISPOSITION OF ASSETS.

OnEffective ~~February~~July 2110, 2002, estream, ~~our~~Inc. ~~Board~~(Formerly ofProbook ~~Directors~~Inc.) ~~terminated~~by ~~the~~and ~~purchase~~through our Board of aDirectors ~~License~~approved ~~for~~and ~~the~~entered ~~exclusive~~into ~~rights~~an toAgreement aand ~~fitness~~Plan ~~product~~of ~~called~~Reorganization, ~~the~~hereafter “ABthe ~~Swing~~Plan”. ~~The~~with ~~licensing~~estream ~~Agreement~~Wireless ~~was~~Networks, anInc. ~~exclusive~~Pursuant ~~agreement~~to ~~whereby~~the ~~Probook~~plan, ~~Inc.~~8,275,080 ~~was~~shares ~~granted~~of ~~all~~Common ~~rights~~shares inshall ~~association~~be ~~with~~issued ~~the~~and ~~development,~~exchanged ~~marketing,~~on ~~and~~the ~~distribution~~basis of ~~the~~(.825) ~~“AbSwingTM”~~shares ~~(the~~of ~~“Product”);~~estream, aInc. ~~patent~~common ~~pending~~shares ~~abdominal~~for ~~exercise~~each ~~device~~common ~~with~~share USof ~~Patent~~estream ~~pending~~Wireless ~~document~~Networks #Inc. ~~10/041995,~~with ~~whose~~fractional ~~name~~shares ~~has~~being USrounded ~~trademark~~up ~~pending~~to ~~serial~~the ~~#76/320380~~next whole share.

~~The~~Additionally, ~~License~~100,000 ~~was~~warrants ~~purchased~~are ~~for~~outstanding ~~eight~~to ~~(8)~~purchase ~~million~~estream ~~shares~~Wireless ofNetworks, ~~ProBook~~ Inc. Common Stock, at ~~a par value of 0~~$1.~~001~~50 ~~cents~~ per share, ~~for~~expiring atwo ~~total~~years ~~value~~from ~~of $8,000 and included royalty provisions to~~ the ~~Licensor~~issue date. ~~The~~Upon ~~termination~~closing, ofthese ~~the~~warrants ~~agreement~~will bybe ~~mutual~~converted ~~ascent~~to ofwarrants ~~the~~to ~~parties,~~purchase ~~created a failure of consideration relieving Probook~~estream, Inc. ofcommon ~~its~~shares ~~promise~~under tothe ~~issue~~same ~~8,000,000 Shares of common stock to Mr~~terms. ~~Tornabene.~~

~~The~~Four ~~termination~~officers of ~~the~~estream ~~License~~Wireless ~~agreement~~Networks, ~~resulted~~Inc. ~~from~~hold ~~developments~~1,000,000 ~~related~~options to ~~the~~purchase ~~status~~common ofstock ~~the~~at ~~Trademark~~$ 0. It10 ~~was~~per ~~agreed~~share ~~that~~and ~~until~~have ~~such~~an ~~time~~additional as1,000,000 ~~the~~options ~~Trademark~~to ~~was~~purchase ~~approved~~common ~~and~~stock ~~fully~~at ~~registered,~~$0.10 ~~development~~vesting ofover ~~this~~a ~~product~~three byyear ~~Probook, Inc~~period. ~~may~~The ~~present~~options anexpire ~~unacceptable~~five ~~level~~years offrom ~~risk.~~the ~~These~~date ~~developments~~vested and were ~~unknown~~received toas ~~the~~compensation ~~Probook,~~related ~~Inc.~~to ~~Board~~employment ~~when~~agreements itbetween ~~decided~~each toofficer ~~purchase~~and ~~the~~estream ~~license~~Wireless Networks, Inc., ~~The~~upon ~~Licensor~~closing ~~has~~these ~~agreed~~options towill ~~assume~~be ~~all~~converted ~~direct~~to ~~expenses,~~options ifto ~~any~~purchase estream, ~~related~~Inc. tocommon shares under the ~~termination~~same terms.

The ~~Board~~exchange ~~continues~~of toconsideration ~~believe~~will ~~that~~result ~~products~~in ~~associated~~estream, ~~with Mr~~Inc.(formerly ~~Tornabene present a significant opportunity to~~ Probook, Inc.) ~~and~~holding ~~negotiations~~100% ~~for~~of ~~the~~all ~~licensing~~issued ofand aoutstanding ~~more~~shares ~~suitable~~of ~~product~~estream ~~may~~Wireless ~~continue~~Networks, inc..

~~ITEM~~estream 3Wireless Networks, Inc. will continue operations as a 100% owned subsidiary of estream, Inc. estream Wireless Networks, Inc. offers wireless broadband (high-speed) Internet access, Wireless high-speed secure data access, and Virtual Private Networking.

~~BANKRUPTCY~~eWNI ORprovides ~~RECEIVERSHIP.~~the following services at the indicated rates :

None

Monthly Charges
256 kbps	$199.00
512 kbps	$299.00
1 mbps	$399.00
Service with router	$ 50.00
Additional IP addresses	$ 10.00 each
10 additional e-mail addresses	$ 15.00

Installation charges

Installation	$500.00
Temporary Installation	Per quote

~~ITEM~~The 4Company has purchased a full compliment of servers, ATM switchgear, firewalls, Cisco systems, Alvarian, operations hardware and software, antennas and wireless transport equipment.

~~None~~Services are currently being offered in the Las Vegas, Nevada market.

~~ITEM~~estream 5Wireless Networks Inc. and it’s management had no prior relationship with the registrant, any affiliates of the registrant, any director or officer of the registrant, or any associate of any such director or officer. Probook, Inc. (now estream, Inc.) sought potential opportunities to expand operations and initiated contact with estream Wireless Networks, Inc..

~~OTHER~~The ~~EVENTS~~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 Agreement. The Board further considered the current development of stream Wireless Network’s service coverage of the city of Las Vegas Nevada, the experience of its manage team, its wireless networking capabilities, and believes this agreement will be beneficial to the shareholders.

Effective February 21, 2002 the Board of Directors accepted the resignation of Dean Tornabene as the company’s Chief Executive officer.

ITEM 3.	BANKRUPTCY OR RECEIVERSHIP.
	None

ITEM 4.	CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
	None

ITEM 5.	OTHER EVENTS.
	None

ITEM 6.	RESIGNATION OF REGISTRANT’S DIRECTORS.
	None

Effective February 21, 2002 the Board of Directors accepted the resignation of Laura Perryman as the company’s President, and Treasurer.

Jeffrey Chatfield continues to serve in the position of Secretary and will act as Interim President and Treasurer.

ITEM 6.

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~~ Financial Statements required by this item are currently unavailable and will be filed by amendment to this report no later than 60 days from the required filing date of this report.

~~ITEM~~Exhibit 8(2) – Agreement and Plan of Reorganization - effective July 10, 2002 is attached and incorporated into this current report.

CHANGE IN FISCAL YEAR.

ITEM 8.	CHANGE IN FISCAL YEAR.
	None.

ITEM 9.	SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
	None.

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.

estream, Inc. (formerly Probook, Inc.) /s/ Jeffrey Chatfield By: Jeffrey Chatfield Interim President, Treasurer, Secretary

Date: ~~February~~July 2118, 2002

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