SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                           Amendment No. 1 to

                              FORM 10-QSB/A

            Quarterly Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

            For the quarterly period ended January 31, 2004

                   Commission File No. 0-18980

                      PROCESS EQUIPMENT, INC.
      ------------------------------------------------------
      (Exact name of registrant as specified in its charter)

                  Nevada                        62-1407522
       -------------------------------      --------------------
       (State or other jurisdiction of      (I.R.S. Employer
        incorporation or organization)       Identification No.)

                        26569 Corporate Ave.
                     Hayward, California  94545
               ----------------------------------------

               (Address of principal executive offices)

  Registrant's telephone number, including area code: (510) 782-5122
                                                      --------------


  Securities Registered Pursuant to Section 12(b) of the Act:  None

  Securities Registered Pursuant to Section 12(g) of the Act:

                  Common Stock, $.001 par value
                   (Title of Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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

Indicate the number of shares of the issuer's classes of common
stock, as of the latest practicable date.

Class                            Outstanding as of January 31, 2004

Common Stock, $.001 par value                             3,644,800.


                                       1
<PAGE>


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

PROCESS EQUIPMENT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

                                                          Page

Consolidated Balance Sheets
at January 31, 2004 and April 30, 2003...................... 3

Consolidated Statements of Operations
for the Nine Months Ended January 31, 2004 and
January 31, 2003............................................ 4

Consolidated Statements of Operations
for the Three Months Ended January 31, 2004 and
January 31, 2003............................................ 5

Consolidated Statements of Cash Flows
for the Nine Months Ended January 31, 2004 and
January 31, 2003............................................ 6

Notes to Consolidated Financial Statements............... 7-13


                                      2
<PAGE>

                    PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                                    Assets

                                         January 31,       April 30,
                                               2004            2003
Current Assets                            Unaudited         Audited
                                       ------------     ------------

     Cash                                 $ 569,371       $ 455,622
     Accounts Receivable - Trade (less
     $10,000 Reserve for Bad Debts)         114,482         217,475
     Inventory                              492,158         599,572
     Prepaid Expenses                        35,692          16,530
     Deposits                                 4,670           6,000
                                        -----------      ----------
     Total Current Assets                 1,216,373       1,295,199

Property, Plant and Equipment                 3,724          11,448

Non-Current Assets:
     Deferred Tax Asset                      34,011          34,011
                                        -----------     -----------
Total Assets                            $ 1,254,108     $ 1,340,658
                                        ===========     ===========

                 Liabilities and Stockholders' Equity

Current Liabilities
      Accounts Payable                   $   60,959       $  56,759
      Accrued Expenses                       78,426          85,049
      Customer Deposits                       1,599             100
                                        -----------     -----------
      Total Current Liabilities             140,984         141,908
                                        -----------     -----------
      Total Liabilities                     140,984         141,908

Stockholders' Equity
      Common Stock, par value $.001;
      25,000,000 shares authorized,
      3,644,800 issued and outstanding        3,645           3,645
      Additional Paid in Capital          1,249,412       1,249,412
      Accumulated Deficit                  (139,933)        (54,307)
                                        -----------      ----------
          Total Equity                    1,113,124       1,198,750
                                        -----------      ----------
Total Liabilities and
Stockholders' Equity                  $   1,254,108     $ 1,340,659
                                      =============     ===========


                          See Accompanying Footnotes

                                     3
<PAGE>


                      PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   Nine months Ended January 31, 2004 and 2003
                                     (Unaudited)



                                            2004             2003
                                        ---------        ---------
Sales                                $  1,154,338     $  1,733,168

Cost of Goods Sold                        796,022        1,224,443
                                        ---------        ---------

Gross Profit                              358,316          508,725

Selling, General and Administrative
Expenses                                  443,705          442,844
                                          -------          -------

Income(loss) from Operations              (85,389)          65,881

Other Income and (Expense)

Other Income                                  750            1,785
                                           ------           ------
Income(loss) Before Income Taxes          (84,639)          67,666

Provision for Income Taxes
     Current Income Taxes                    (987)            (800)
     Deferred Tax Provision                     0          (27,000)
                                          --------         -------
                                             (987)         (27,800)
                                          --------         -------
Net Income(loss)                       $  (85,626)       $  39,866
                                        ==========        ========

Net Income(loss) Per Share             $    (0.02)       $    0.01
                                        ==========       =========

Weighted average number of shares        3,644,800       3,644,800
                                        ==========       =========



                               See Accompanying Footnotes


                                       4
<PAGE>



                          PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                      Three Months Ended January 31, 2004 and 2003
                                          (Unaudited)



                                                   2004               2003
                                           ------------       ------------

Sales                                        $  241,408         $  466,039

Cost of Goods Sold                              179,142            322,095
                                                -------            -------
Gross Profit                                     62,266            143,944

Selling, General and Administrative
Expenses                                        164,613            149,729
                                                -------            -------

Income(loss) from Operations                   (102,347)           ( 5,785)

Other Income and (Expense)
Other Income                                        600                601
                                                --------           --------
Income(loss) Before Income Taxes               (101,747)           ( 5,184)
                                                --------           --------
Provision for Income Taxes
     Current Income Taxes                           987                  0
     Deferred Tax Provision                      (5,250)                 0
                                                --------           --------
                                                 (4,263)                 0
                                             -----------         ----------
Net Income(Loss)                             $  (97,484)         $ ( 5,184)
                                             ===========         ==========

Net Income(loss) Per Share                   $  (  0.03)         $ (  0.00)
                                             ===========         ==========


                            See Accompanying Footnotes

                                       5
<PAGE>


                      PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOW
                  Nine Months Ended January 31, 2004 and 2003
                                 (Unaudited)


                                                  2004             2003
                                              -----------      ----------
Cash Flow from Operational Activities:

Net Income(loss)                               $ (85,626)      $   39,866

Adjustments to Reconcile
Net Income(loss) to Net Cash Used
for Operating Activities:

Depreciation and Amortization                      7,724            8,415

Changes in Assets and Liabilities:

Decrease (Increase) in Accounts Receivable       102,993          (96,023)
Decrease (Increase) in Inventory                 107,414           36,074
Decrease (Increase) in Prepaid Expenses          (19,162)            (484)
Decrease or (Increase) in Vendor Deposits          1,330            9,600
Decrease (Increase) in Deferred Tax Asset              0           27,000
Increase or (Decrease) in Accts Payable and
Accrued Expenses                                  (2,423)          58,885
Increase or (Decrease) in Customer Deposits        1,499          (75,033)
                                                 --------         --------
Net Cash Flow from Operational
Activities                                       113,749            8,300
                                                --------          -------
Net Increase in Cash                             113,749           8,300
                                              ----------          -------
Cash - Beginning                                 455,622          489,247
                                              ----------        ---------
Cash - Ending                                 $  569,371        $ 497,547
                                              ==========        =========


                               See Accompanying Footnotes


                                       6
<PAGE>


                       PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  January 31, 2004


Note 1 - Summary of Significant Accounting Policies

Business and Organization

Process Equipment, Inc. (formerly PEI, Inc. and Sharon Capital
Corporation)was organized under the laws of the State of Nevada
on September 1, 1989. Process Engineers, Inc. was incorporated
October 13, 1966 in the State of California.  The principal
business of the Company is the sales, service and manufacturing
of equipment for the wine, food and bio-technology industry.

Fixed Assets

Fixed Assets are stated at cost and depreciated over their estimated
allowable useful lives (5 to 31.5 years), utilizing both the straight-
line  and declining balance methods.  Expenditures for major renewals
and betterments that extend the useful lives of fixed assets are
capitalized.  Expenditures for maintenance and repairs are charged to
expense as incurred.

Inventory

Inventory is stated at the lower of cost or market determined on the
First-in, First-out basis. Because virtually all of the goods purchased
by the company and stocked as inventory may be resold with or without
the addition of labor or material inputs, the segmentation of elements
of the company's inventory into classes, such as "raw materials, "work-
in-progress" or "finished goods" is impracticable.

Income Taxes

The Company has elected to be taxed under Subchapter C of the Internal
Revenue Code.  For income tax purposes, depreciation is computed using
the accelerated cost recovery method and the modified accelerated cost
recovery system.  The Company has federal net operating loss carry
forwards, of approximately $34,000 which expire in the year 2008.

Under FASB 109, deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences
between the Financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  Application of FASB 109
requires an allowance be recognized if there is a question as to the
company's ability to use any and or all of the future tax loss benefits.


                                     7
<PAGE>


                   PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            January 31, 2004


Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures.  Accordingly, actual results could differ from
those estimates.


Principles of Consolidation

The consolidated financial statements include the accounts
of the Company and its subsidiary.  The consolidation was
treated as a reverse acquisition.

Earnings/Loss Per Share

Primary earnings per common share are computed by dividing the net
income (loss) by the weighted average number of shares of common
stock and common stock equivalents outstanding during the year
ended January 31, 2004 and January 31, 2003.

Customer Deposits

The Company collects deposits from various customers for custom
designed equipment and for certain large orders. The deposits are
collected while the equipment is being designed and manufactured
and are shown as a liability when collected. These funds become
revenues when the equipment is completed and shipped to the
customer.



Note 2 - Vendor Deposits

The Company may have funds deposited with foreign vendors for
imported equipment sales.

Note 3 - Property, Plant and Equipment
                                              January 31    April 30
                                                    2004        2003
                                                --------    --------

Transportation Equipment                        $ 13,234   $  14,747
Office Equipment & Furniture                      36,235      38,686
Shop Equipment                                    35,261      35,261
Leasehold Improvement                             35,894      35,894
                                                --------     --------
Total                                           $120,623   $ 124,588
Less:  Accumulated Depreciation                  116,899     113,140
                                                --------   ---------
Net Fixed Assets                                $  3,724   $  11,448
                                                ========   =========

The depreciation and amortization for the nine months ended January 31, 2004
was $ 7,724.

                                        8
<PAGE>

                      PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 January 31, 2004

Note 5 - Leasing Arrangements

Operating Lease

The Company conducted its operations from facilities that were
leased under a five year lease that ended September, 2003. The lease
called for monthly rent payments commencing September, 1998 of
$5,509.67 per month plus common area maintenance charges which
includes a pro-rata share of real property taxes. The company has
negotiated a two year extension of this operating lease. Although
the contract for this lease has yet to be executed, the company
anticipates executing this contract in the near future. Terms of
this lease extension call for an increase in total lease payments to
$7,996 per month, including all common area maintenance charges.

Rent expense amounted to $67,676 and $63,194 for the nine months
ended January 31, 2004 and January 31, 2003, respectively.

Future Minimum Lease Payments
Future minimum lease payments for capital and operating leases at
January 31, 2004 are:

Year Ending                                       Operating
April 30,                                             Lease
2004                                                 23,988
2005                                                 95,952
2006                                                 63,952

                                                 ----------
Total Minimum Payments                           $  183,892
                                                 ==========

Note 6 - Subsequent Events

On or about January 31, 2004 the company entered into a Letter of Intent
with Jade Profit Investment Corporation ("JADE"), a British Virgin Islands
corporation. Under the terms of the Letter of Intent the Company would
acquire all of the issued and outstanding capital stock of Jade
in exchange for shares of the Company's common stock which, upon issuance,
would represent 93% of the Company's outstanding shares of Common Stock.

On or about February 3, 2004 the Company entered into a Share Exchange Agreement
with Jade in furtherance of the plan of acquisition described by the Letter
of Intent. On or about February 12, 2004, the Company filed with the United
States Securities and Exchange Commission a Preliminary Schedule 14c Information
Statement detailing the proposed terms of the acquisition and describing the
mechanism whereby the acquisition would be consummated.  On or about March 5,
2004, the Company cancelled this preliminary Schedule 14c.

Management anticipates that the acquisition of Jade will be consummated, but
under different terms and by a different mechanism than that contemplated by the
disclosure contained in the cancelled Preliminary Schedule 14c of February 12,
2004.


                                       9
<PAGE>


        Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

Three Months Ended January 31, 2004 Compared to Three Months Ended
January 31, 2003

Total sales of the Company for the three months ended January 31, 2004
decreased by $224,631 from sales for the three month period ended
January 31, 2003. Cost of goods sold decreased $142,953 and gross profit
decreased by $81,678 for the three month period ended January 31, 2004
as compared to the three month period ended January 31, 2003.  The gross
profit decrease was due to the marked decrease in sales volume as well as the
decrease in gross margins to 22.0% compared to 31.0% for the same period
of the prior year.


Management believes the marked year to year decrease in gross revenues was
the result of generally weak demand for capital equipment in the
Food, Wine and Biotechnology industries. The gross margin garnered in the
current period is substantially below the historic average gross margin of
approximately 27%. The reduction in gross margin from historical levels was
primarily due to managements decision not to reduce production labor costs in
concert with falling revenues. This decision was made in anticipation of
revenues (and the commensurate product production labor requirements)
recovering to historic levels in the near future. Management anticipates
future realized gross margins will recover to range within a few percentage
points of this historical average.

General and administrative expenses increased by $14,884 for the
three month period ended January 31, 2004 as compared to the three
month period ended January 31, 2003. The majority of this
increase in expenses was attributable to increased employee health,
workman's compensation , worker's unemployment and liability insurance
expenditure increases.

The net effect of the decrease in gross profits and decrease in sales
led to a net loss of $ 97,484 for the most recent period compared to
a net loss of $ 5,184 for the year earlier period.

Nine Months Ended January 31, 2004 Compared to Nine Months Ended
January 31, 2003

Total sales of the Company for the nine months ended January 31, 2004
decreased by $ 578,830 from sales for the nine month period ended
January 31, 2003. Cost of goods sold decreased by $ 428,421 and gross
profit decreased by $150,409 for the nine month period ended January 31,
2004 as compared to the nine month period ended January 31, 2003.
The gross margin increased to 31.0% from 29.4% for the same period
of the prior year.


                                    10
<PAGE>


Management believes the decrease of the year to year in gross revenues
and is indicative of general weakness of demand for capital equipment in
the Food, Wine and Biotechnology industries and increased competitive price
pressure resulting from this weakened demand. Management believes the gross
margin garnered in the current period is roughly consistent with the historic
average gross margin of approximately 27%.

General and administrative expenses increased by $861 for the nine
month period ended January 31, 2004 as compared to the nine month period
ended January 31, 2003.

The net effect of the decreases in revenues, increase in gross margin and
general and administrative expenses led to a net loss of $ 85,265 for the
nine months ended January 31, 2004 compared to a net profit of
$ 39,866 for the nine Month period ended January 31, 2003.

Liquidity and Capital Resources

The Company has in recent years financed its operations primarily with operating
revenues, and from the proceeds of exercises in 1993 of Warrants to purchase its
Common Stock.

The Company anticipates that revenues from its operations will be sufficient
to satisfy the Company's cash requirements for operations for the foreseeable
future, except to the extent that increasing orders may require temporary
borrowings to finance such expansion and related costs of employee compensation
and inventory build-up. No assurance can be given, however, that additional debt
or equity financing will not be required or will be available if required.


                                      11
<PAGE>


Cash Flow Analysis

Because of the size and schedule requirements of particular projects
undertaken by the company, a significant time lag may occur between
inventory build-up related outlays and revenue recognition, and
ultimately cash collections related to specific projects. Due to the
variability of the timing of cash flows as compared with the date certain
used for reporting purposes, significant fluctuations of individual line
item cash flows year-over-year are apparent.

For instance, this form 10Q compares the cash flows resulting from
operations for two nine month periods, namely, the three fiscal quarters
ended January 31, 2003 and January 31, 2004 respectively. Net income for the
periods is materially different, (net loss of $85,265 for 2004 vs. net income
of $39,866 for 2003),as a result of grealy reduced sales volume.
There was a $102,983 decrease in accounts receivable in the first nine months of
fiscal 2004 and a $96,023 increase in accounts receivable for the nine months
ended January 31, 2003. This contrast again is the result of greatly reduced
revenues for the current period compared to the prior year period.

Typically, the company collects cash revenue resulting from sales approximately
30 to 60 days from the date of the sale. Therefore, if a large volume of sales
should happen to occur in the first month of a particular fiscal quarter,
compared to the sales made in the last 30 to 60 days of the period in question,
the cash collected from such "earlier" sales would appear as an increase of
cash in the cash flow analysis for reported period. If, however, the bulk of
sales for the particular period are biased toward the latter portion of the
period in question, the "cash flow" result of the sales appear as an increase
in accounts receivable amounts rather than cash amounts. A similar effect occurs
in accounts payable and accrued expenses cash flow in the event of bias of sales
toward the end of the reporting period. Because the company purchases goods
for resale or for incorporation into equipment on various credit terms,
typically ranging to "net 45 days", a bias in sales volume toward the latter
part of a particular reporting period has the effect of increasing the
"liability" cash flow resulting from purchases related to these sales as
reported on the closing date of the period is question. Management does not
believe these fluctuations are consequential to the substantive performance or
financial condition of the company. Management does not believe that these
fluctuations are the indicative of any material trend with regard to
substantive performance or financial condition of the company.

Reported pre-paid expenses fluctuate based on the various timing
differences existing between the company's fiscal reporting period and
the somewhat variable schedule and amounts of the required pre-payments for
such administrative expenses as health, workman's compensation and liability
insurance premiums, as well as sales and income tax pre-payments. Although the
company accrues for these expenses as accurately as is possible, changes in
employee head-count, distribution of age and dependent status among the
employees of the company and rapidly changing charges for insurances of all
kinds (and in the most recent period sales tax rates) combine to render the
reported cash flow result of prepaid expenses somewhat variable.  Management
does not believe these fluctuations are consequential to the substantive
performance or financial condition of the company. Management does not
believe that these fluctuations are the indicative of any material trend
with regard to  substantive performance or financial condition of the
company.


                                      12
<PAGE>


Market Segmentation

Because the company's personnel, processes, equipment, materials and
related technology utilized in service to both the Wine/Food and the
Biotechnolgy industries are quite similar, the company makes virtually
no distinction in its' sales, marketing, engineering or accounting
activities to segment the activities of the company between Wine/Food
and Biotechnology industries. Reporting of detailed segment performance
data is therefore impracticable.


Bad Debt Reserves:

Management believes, based on the historically low rate of defaults with
respect to moneys owed to the company, that the $10,000 reserve made
against current accounts receivable in respect of the possibility of
such defaults, is adequate.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995.

This report contains or incorporates by reference forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, we caution
that, while such Assumptions, or bases are believed to be reasonable and are
made in good faith, assumed facts or bases almost always vary from the actual
results, and the differences between assumed facts or bases and actual results
can be material, depending upon the circumstances. Where, in any
forward-looking statement, we express expectation or belief as to future
results, such expectation or belief is expressed in good faith and is
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.
The words "believe," "estimate," "anticipate," and similar expressions may
identify forward-looking statements.

OTHER INFORMATION

Item 1. Legal Proceedings Not Applicable
Item 2. Defaults Upon Senior Securities Not Applicable
Item 3. Submission of Matters to a vote of Security Holders Not Applicable
Item 4. Other Information Not Applicable

EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  Exhibit
  Number        Title of Document
  -----------------------------------------------

    31.1     Certifications of the Chief Executive Officer and Chief Financial
             Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1     Certifications of Chief Executive  Officer and Chief Financial
             Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant
             to Section 906 of the Sarbanes-Oxley Act of 2002


(b)  Reports on Form 8-K

No Current Reports were filed during the Third Quarter.


                            -----------------


                                     13
<PAGE>


                                 SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                      Process Equipment, Inc.
                                      -----------------------
                                            (Registrant)


Dated:  March 24, 2004      By:  /s/ George P. Cortessis
        --------------      ----------------------------
                                  George P. Cortessis,
                                  Chief Executive Officer
                                  Chief Financial Officer


In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                           PROCESS EQUIPMENT, INC.


Date: March 24, 2004                       By: /s/ George P. Cortessis
      --------------                          --------------------------
                                                George P. Cortessis
                                                Chief Executive Officer

                                     14
<PAGE>