SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 2003

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 October 31, 2003
Common Stock, $.001 par value           3,644,800.

<page1>

PART I          FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS


PROCESS EQUIPMENT, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS                           Page

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

Consolidated Statements of Operations
for the Three Months Ended October 31, 2003 and
October 31, 2002................................................. 4

Consolidated Statements of Cash Flows
for the Three Months Ended October 31, 2003 and
October 31, 2002................................................. 5

Notes to Consolidated Financial Statements.................... 6-12

Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 ..................................13

CERTIFICATIONS...................................................14

SIGNATURES ..................................................... 15

<page 2>

                      PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                   October 31, 2003 (unaudited) and April 30, 2003


                                Assets
                                           October 31,      April 30,
                                                 2003           2003
                                           (unaudited)
Current Assets
 Cash                                       $ 578,222      $ 455,622
 Accounts Receivable - Trade
 (less allowance for doubtful
 accounts of $6,000)                          208,451        217,475
 Inventory (Note 1)                           491,740        599,572
 Prepaid Expenses                              26,352         16,530
 Deposit                                          838          6,000
                                            ---------      ---------
Total Current Assets                        1,305,603`     1,295,199

Property, Plant and Equipment
(Notes 1 and 3)                                 8,394         11,448

Non-Current Assets:
Deferred Tax Asset                             28,761         34,011
                                          -----------    -----------
     Total Assets                         $ 1,342,758    $ 1,340,658
                                          ===========    ===========

Liabilities and Stockholders' Equity

Current Liabilities
Accounts Payable                               47,636        56,759
Accrued Expenses                               82,915        85,049
Customer Deposits (Note 1)                      1,599           100
                                              -------       -------
   Total Current Liabilities                  132,150       141,908
                                              -------       -------

   Total Liabilities                          132,150       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                           <42,449>       <54,307>
                                            ---------      ---------
        Total Equity                        1,210,608      1,198,750
                                          -----------    -----------
Total Liabilities and
Stockholders' Equity                      $ 1,342,758    $ 1,340,658
                                          ===========    ===========
See Accompanying Footnotes


<page 3>

                         PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                  For the Three Months Ended October 31, 2003 and 2002



                                                      2003              2002
                                                      ----              ----
                                                (unaudited)

Sales                                            $  464,994       $  813,876

Cost of Goods Sold                                  310,993          586,667
                                                    -------          -------

Gross Profit                                        154,001          227,209

Selling, General and Administrative
Expenses                                            141,439          150,342
                                                    -------          -------

Income from Operations                               12,562           76,867

Other Income and (Expense)
Other Income                                            367            2,420
                                                     ------           ------
Income Before Income Taxes                           12,929           79,287

Provision for Income Taxes
     Current Income Taxes                                 0              800
     Deferred Tax Provision                           3,650           27,000
                                                      -----           ------
                                                      3,650           27,800
                                                  ---------        ---------
Net Income                                        $   9,279        $  51,487
                                                  =========        =========
Net Income Per Share                              $    0.00        $    0.01
                                                  =========        =========
Weighted average number
of common shares                                  3,644,800        3,644,800
                                                  =========        =========

                               See Accompanying Footnotes

<page 4>








PROCESS EQUIPMENT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended October 31, 2003 and 2002



                                        2003                2002
                                        ----                ----

Sales                            $   912,930          $1,270,751

Cost of Goods Sold                   616,879             904,643
                                     -------             -------

Gross Profit                         296,051             366,109

Selling, General and
Administrative Expenses              279,561             292,976
                                     -------             -------
Income from Operations                16,490              73,132

Other Income and (Expense)
Other Income                             618               3,623
                                      ------              ------
Income Before Income Taxes            17,108              76,132

Provision for Income Taxes
Current                                    0                 800
Deferred Tax Provision                 5,250              27,000
                                       -----              ------
                                       5,250              27,800
                                   ---------           ---------
Net Income                            11,858              48,955
                                   =========           =========
Net Income Per Share                   $0.00               $0.01
                                   =========           =========
Weighted average number
Of common shares                   3,644,800           3,644,800
                                   =========           =========

See Accompanying Footnotes


<page 5>


PROCESS EQUIPMENT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended October 31, 2003 and 2002


                                                   2003         2002
                                                   ----         ----
Cash Flow from Operational Activities:
Net Income                                    $  11,858      $48,955
Adjustments to Reconcile
Net Income to Net Cash Used
for Operating Activities:
Depreciation and Amortization                     3,054        7,698
Changes in Assets and Liabilities:

<Increase> Decrease in Accounts Receivable        9,024      <99,914>
<Increase> Decrease in Inventory                107,832      114,216
<Increase> Decrease in Prepaid Expenses          <9,822>       4,021
Decrease in Vendor Deposits                       5,162       <1,200>
Decrease in Deferred Tax Asset                    5,250       27,000
Increase or <Decrease> in Accounts Payable
and Accrued Expenses                            <11,257>      39,270
Increase or <Decrease> in Customer Deposits       1,499      <74,962>
                                                -------      -------

Net Cash Flow from Operational Activities       122,600       65,084
                                                -------       ------
Net Increase or <Decrease> in Cash              122,600       65,084

Cash - Beginning                                455,622      489,247
                                              ---------   ----------
Cash - Ending                                 $ 578,222   $  554,331
                                              =========   ==========
See Accompanying Footnotes


<page 6>


PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $32,000 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.


<page 7>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2003

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 October 31, 2002 and October 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
                                              October 31    April 30
                                                    2003        2003


Transportation Equipment                        $ 13,234   $  14,747
Office Equipment                                  31,735      38,686
Shop Equipment                                    35,261      35,261
Leasehold Improvement                             35,894      35,894
Lease Deposit                                      4,670       4,670
                                                --------     --------
Total                                           $120,794   $ 129,258
Less:  Accumulated Depreciation                  112,400     117,810
                                                --------   ---------
Net Fixed Assets                                $  8,394   $  11,448
                                                ========   =========


<page 8>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2003

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. 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 $ 43,860 and $41,972 for the six months
ended October 31, 2002 and October 31, 2003, respectively.

Future Minimum Lease Payments
Future minimum lease payments for capital and operating leases at
October 31, 2003 are:

Year Ending                                       Operating
April 30,                                             Lease
2004                                                 47,976
2005                                                 95,952
2006                                                 95,952
2007                                                 63,952

                                                 ----------
Total Minimum Payments                           $  303,848
                                                 ==========


<page 9>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Octobe 31, 2003

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

Three Months Ended October 31, 2002 Compared to Three Months Ended
October 31, 2003

Total sales of the Company for the three months ended July 31,
2003 decreased by $  348,882 from sales for the three month period
ended October 31, 2002.

Cost of goods sold decreased $  275,674 and the gross profit
decreased by $ 73,208 for the three month period ended October 31,
2003 as compared to the three month period ended October 31, 2002.
Gross margin increased to 33.1% from 27.9% for the same period of
the prior year. The gross profit decrease was therefore mainly due
to the decrease in gross revenues.

Management believes the cause of the year to year decline in gross
revenues was a general weakness of demand for capital equipment
in the Wine industry. Management believes the cause of the increase
in gross margin (from the historic average of approximately 27%)
was due to implementation of an aggressive program for obtaining
volume discounts for consolidated orders from the company's vendors,
as well as the effect of an unpredictable, and potentially
unrepeatable increase in the fraction of total sales consisting
of higher margin products.

General and administrative expenses decreased by $ 8,903 for the
three month period ended October 31, 2003 as compared to the three
month period ended October 31, 2002.  This decrease in general and
administrative expense was primarily due to a decrease in selling
expenses.  These selling expenses were reduced as a result of the
revenue decline. However, during the last several fiscal years
general and administrative expenses have exhibited a general upward
trend.  These historical increases in these expenses were largely
the result of increased costs for insurances, including employee
workman's compensation insurance, employee health insurance and
corporate liability insurance premiums. Although for the fiscal
quarter ended October 31, 2003 increases in these costs did not
contribute significantly to the total of general and
administrative expenses, significant increases in these expenses
are anticipated in the future.

The net effect of the decreases in sales and decreases in general
and administrative expenses resulted in a net profit of $9,279 for the
most recent period compared to a net profit of $ 51,487 for the year
earlier period.

Six Months Ended October 31, 2003 Compared to Six Months Ended
October 31, 2002

Total sales of the Company for the six months ended October 31, 2003
decreased by $  357,821 from sales for the six month period ended
October 31, 2002. Cost of goods sold decreased by $  287,764 and
gross profit decreased by $ 70,058 for the six month period ended
October 31, 2003 as compared to the six month period ended
October 31, 2002. This gross profit decrease was due to a decrease
in sales volume as well as an increase in gross margin percentage
as gross margin increased to 32.4% from 28.8% for the same period
of the prior year.

Management believes the cause of the year to year decline in gross
revenues was a general weakness of demand for capital equipment
in the Food, Wine and Biotechnology industries. Management
believes the cause of the increase in gross margin (from the
historic average of approximately 27%) was due to implementation of
an aggressive program for obtaining volume discounts for consolidated
orders from the company's vendors, as well as the effect of an
unpredictable, and potentially unrepeatable increase in the fraction
of total sales consisting of higher margin products.

General and administrative expenses decreased by $ 13,415 for the six
month period ended October 31, 2003 as compared to the six month
eriod ended October 31, 2002. This decrease was mostly due to a
decline in revenue.
The decline in revenue caused some sales expenses to go down; such
as automobile expenses, utilities costs, as well as office expenses
and associated administrative expenses.

The net effect of the decrease in revenues and increase in gross margin
led to a net profit of $ 11,858 for the six months ended October 31, 2003
compared to a net profit of $ 48,955 for the six month period ended
October 31, 2002.



<page 10>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2003

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

 Liquidity and Capital Resources

     The Company has in recent years financed its operations primarily
with operating revenues. The Company anticipates that revenues from its
operations will be  sufficient to satisfy the Company's cash requirements
for operations during the foreseeable future, except to the extent that
increasing orders and sales 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.

Cash Flow

Year-to-year fluctuations in various cash-flow category line items were
the result of several factors. Net income decreased as improved gross
margins and somewhat reduced general and administrative expenses were
more than counteracted by lower gross revenues and lower gross profits.

Additionally, fluctuations in cash-flow category line items such as
year over year decrease in accounts receivable, decrease in inventory,
decrease in accounts payable, decrease in accounts payable and
accrued expenses and increase in pre-paid expenses are subject to
period to period timing differences.

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 related to
these projects. Due to the variability of the timing of these 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 10QSB compares the cash flows resulting from
operations for two six month periods, namely, the fiscal half-years
ended October 31, 2002 and October 31, 2003 respectively. The company
garnered significantly less gross revenue in the current period compared
to the fiscal year 2003 half-year. The difference in net income comparing
the two periods is also a significant  sum, namely $ 37,097.($ 11,858 net
income for 2004  vs. $ 48,955 net income for 2003). There was a $ 9,024
decrease in accounts receivable for the period ended October 31, 2003
compared to April 30, 2003 but a $99,914 increase in accounts receivable
as of October 31, 2002 compared to April 30, 2002. The explanation for
this disparity is the result of the reduced revenue in the current
period and, as stated above, alos the result of variability of the
timing of these cash flows as compared with the date certain used for
reporting purposes.

Typically, the company collects cash resulting from sales approximately
30 to 60 days from the date of the sale. Therefore, if a larger 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
that particular quarter, the cash collected from such "earlier"
sales would appear as an increase of cash in the cash flow analysis
for the reported period. If, however, during the subsequent fiscal year
sales are comparatively biased toward the last two months of the
reporting period, the "cash flow" resulting from these "later" sales
appear as an increase in accounts receivable amounts to the detriment
of cash amounts.

A similar effect occurs in accounts payable and accrued expenses cash
flow line items 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 from "1% discount 10 days" 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 line items resulting
from purchases related to these ""yet to be collected" sales as
reported on the closing date of the period in question.

Both of these effects are reversed if the timing of the bias of
the cost outlay versus cash  collection schedules described above
is reversed.

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.

<Page 11>

Additionally, the interaction between the size and timing of the
placement of customer orders bearing customer deposits and the
various schedule requirements attendant to these orders, caused
irregularity in reported customer deposit cash-flow. 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 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.

The company holds cash equivalents in "money market, interest bearing
checking accounts". The interest yield from these deposits has
been severely depressed over the last year. The interest rate
earned on these accounts as of January 2002 was approximately
1.6% per annum. As of Octobe 2003, the interest rate earned on
these accounts was less than 0.5%. Management is actively seeking
better rates of return on these funds consistent with the
requirements of cash equivalent liquidity and minimization of
exposure to capital loss.


Notwithstanding the fact that the company incurred an unprecedented
charge during the fiscal year ended April 1999 as a result of bad debt
write-offs amounting to $30,161, management believes, based on the
historically low (indeed almost non-existent) rate of such defaults,
that the $ 6,000  reserve made against current accounts receivable, in
respect of the possibility of such defaults, is adequate.


<page 12>


                           Certification Pursuant to
                            18 U.S.C. Section 1350
                              Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002

    In connection with the Quarterly Report of Process Engineers, Inc.
(the "Company") on Form 10-Q for the period ending July 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, George Cortessis, Secretary of the Company, certify,
pursuant to Section 18 U.S.C 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

    (1) The Report fully complies with the requirements of Section
13(a) and 15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company


By:  /s/ George P. Cortessis
-------------------------------------------
George P. Cortessis
Secretary
December 22, 2003

<Page 13>

                            CERTIFICATIONS

I, George P. Cortessis, as acting chief executive of the Process
Equipment, Inc, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Process
Equipment Inc.;

2.   Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

    a)   designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

    c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

    a)   all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and

    b)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and

6.  The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

DATE: December 22, 2003


By:  /s/ George P. Cortessis
-- -------------------------------------------
George P. Cortessis
Acting President

<Page 14>


                            SIGNATURES

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


                 PROCESS EQUIPMENT CORPORATION


DATE: December 22, 2003             By: /s/ George P. Cortessis
------------------------                 -----------------------
                                        George P. Cortessis
                                        Secretary



<page 15>