U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-QSB/A-2

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarter ended August 31, 2002
                           ---------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                 Commission File No.  0-29603
                                      -------

                  PROCESS TECHNOLOGY SYSTEMS, INC.
                  --------------------------------
          (Name of Small Business Issuer in its Charter)

       NEVADA                                            91-2070995
       ------                                            ----------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                         6371 Richmond, #200
                         Houston, Texas 77057
                         --------------------
               (Address of Principal Executive Offices)

              Issuer's Telephone Number:  (713) 266-8005

     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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes____        No ___

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                            August 31, 2002

                          Common - 1,000,000 shares
                          Preferred - 5,835 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                                   NONE.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                  PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

              August 31, 2002 and November 30, 2001
<PAGE>

                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)
                          Balance Sheets
<TABLE>
<CAPTION>

                              ASSETS

                                                August 31,      November 30,
                                                   2002            2001
                                                 (Unaudited)
<S>                                               <C>            <C>
CURRENT ASSETS                                      $      -      $       -
                                                    --------      ---------
 Total Current Assets                                      -              -
                                                    --------      ---------
 TOTAL ASSETS                                       $      -      $       -
                                                    ========      =========


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                   $ 44,071      $  41,491
                                                    --------      ---------
  Total Liabilities                                   44,071         41,491
                                                    --------      ---------
STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock authorized 12,500,000 preferred
  shares, at $0.25 par value: 5,835 shares issued
  and outstanding                                      1,459          1,459
 Common stock authorized 50,000,000 common shares
  at $0.002 par value: 1,000,000 shares issued and
  outstanding                                          2,000          2,000
 Capital in excess of par value                      309,413        301,197
 Deficit accumulated during the development stage   (356,943)      (346,147)
                                                    --------       --------
  Total Stockholders' Equity (Deficit)               (44,071)       (41,491)
                                                    --------       --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                        $      -       $      -
                                                    ========       ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                2
<PAGE>
<TABLE>
                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<CAPTION>
                                                                     >From
                                                                 Inception on
                                   For the        For the      August 12, 1987
                            Nine Months Ended Three Months Ended    Through
                                 August 31,      August 31,        August 31,
                            2002        2001    2002      2001       2002
<S>                      <C>         <C>       <C>         <C>      <C>
REVENUES                  $       -   $      -  $      -   $     -  $       -
                          ---------   --------  --------   -------  ---------
EXPENSES

 General and
  administrative             10,796     33,944     3,789     2,131    356,943
                          ---------   --------  --------   -------  ---------
     Total Expenses          10,796     33,944     3,789     2,131    356,943
                          ---------   --------  --------   -------  ---------
NET LOSS                  $ (10,796)  $(33,944) $ (3,789)  $(2,131) $(356,943)
                          =========   ========  ========   =======  =========
BASIC AND FULLY DILUTED
 LOSS PER SHARE           $   (0.01)  $  (0.04) $  (0.00)  $ (0.10)
                          =========   ========  ========   =======
WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING              1,000,000    720,532 1,000,000   720,532
                          =========   ======== =========   =======
</TABLE>
the accompanying notes are an integral part of these financial statements.
                                3
<PAGE>
<TABLE>
                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                                   Deficit
                                                                 Accumulated
                                                     Additional   During the
                       Common Stock Preferred Stock   Paid-in    Development
                  Shares    Amount  Shares   Amount   Capital       Stage
<S>              <C>        <C>      <C>      <C>     <C>       <C>
Balance, August 12,
1987                130,000 $    260       -    $   -    $188,367   $   -

February 18, 1988,
common stock
issued for
services at $0.10
per share            11,665       23       -        -       1,143       -

February 18, 1988,
preferred stock
issued for services
at $12.50 per share      -        -       5,835    1,459   71,446        -

June 9, 1988, common
stock issued for
services valued at
$0.10 per share       1,000        2       -        -          98        -

March 30, 1990,
common stock issued
for services, valued
at $0.10 per share      240       -        -        -          24        -

Net loss from
inception on August 12,
1987 through
November 30, 1996       -         -        -        -         -    (262,822)

Balance, November
30, 1996            142,905      285     5,835    1,459    261,078 (262,822)

Net loss for the
year ended
November 30, 1997       -        -         -        -         -         -

Balance, November
30, 1997            142,905      285     5,835    1,459    261,078 (262,822)

Net loss for the
year ended
November 30, 1998       -        -         -        -         -      (2,363)

Balance, November
30, 1998            142,905      285     5,835    1,459    261,078 (265,185)

Net loss for the
year ended
November 30, 1999       -        -         -        -         -     (16,298)

Balance, November
30, 1999            142,905      285     5,835    1,459    261,078 (281,483)

January 5, 2000,
common stock
issued for debt
valued at $0.10
per share           124,000      248       -        -       12,152      -

September 27,
2000, common stock
issued for services
valued at $0.50
per share            18,900       39       -        -        9,411      -

Contributed capital     -        -         -        -        8,860      -

Balance Forward     285,805      572     5,835   $1,459   $291,501 $(281,483)
                                4
<PAGE>
                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)

                                                                   Deficit
                                                                 Accumulated
                                                     Additional   During the
                       Common Stock Preferred Stock   Paid-in    Development
                  Shares    Amount  Shares   Amount   Capital       Stage
Balance Forward     285,805      572    5,835  $ 1,459 $291,501  $(281,483)

Net loss for the
year ended
November 30, 2000       -        -        -        -        -      (28,515)

Balance, November
30, 2000            285,805  $   572    5,835  $ 1,459 $291,501  $(309,998)

May 11, 2001, common
stock issued for
cash valued at $0.01
per share           714,195    1,428      -        -      5,714         -

Contributed
capital                 -        -        -        -      3,982         -

Net loss for the
year ended
November 30, 2001       -        -        -        -        -       (36,149)

Balance, November 30,
2001              1,000,000  $ 2,000    5,835  $ 1,459 $301,197   $(346,147)

Contributed Capital
by shareholder
(unaudited)             -        -        -        -      8,216         -

Net loss for the nine
months ended August
31, 2002 (unaudited)    -        -        -        -        -       (10,796)

Balance, August 31,
2002 (unaudited)  1,000,000  $ 2,000   5,835   $ 1,459 $309,413   $(356,943)
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                5
<PAGE>
<TABLE>
                 PROCESS TECHNOLOGY SYSTEMS, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)

<CAPTION>
                                                                  From
                                                              Inception on
                                        For the              August 12, 1987
                                   Nine Months Ended              Through
                                       August 31,                August 31,
                                    2002          2001             2002
<S>                              <C>          <C>          <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

 Net loss                           $(10,796)  $ (33,944)   $  (356,943)
 Adjustments to reconcile net
 loss to net cash used by operating
 activities:
 Issuance of stock for services          -           -           83,645
 Write off of Assets                     -           -          188,627
 Changes in operating asset and
  liability accounts:
  Increase (decrease) in accounts
   payable                             2,580      23,872         56,478
                                    --------   ---------    -----------
  Net Cash (Used) by Operating
  Activities                          (8,216)    (10,072)       (28,193)
                                    --------   ---------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES     -           -              -
                                    --------   ---------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

  Common stock issued for cash           -         7,142          7,142
  Contributed capital                  8,216       2,930         21,051
                                    --------   ---------    -----------
  Net Cash Provided by Financing
  Activities                           8,216      10,072         28,193
                                    --------   ---------    -----------
NET INCREASE (DECREASE) IN CASH          -           -              -

CASH AT BEGINNING OF PERIOD              -           -              -
                                    --------   ---------    -----------
CASH AT END OF PERIOD               $    -     $     -      $       -
                                    ========   =========    ===========
Cash Payments For:

 Income taxes                       $    -     $     -      $       -
 Interest                           $    -     $     -      $       -

NON-CASH INVESTING AND FINANCING
 ACTIVITIES

 Common stock issued for debt       $    -     $     -      $    12,400
 Common stock issued for
  services                          $    -     $     -      $    83,645
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                6
<PAGE>
                 PROCESS TECHNOLOGY SYSTEMS, INC
                  (A Development Stage Company)
                Notes to the Financial Statements
              August 31, 2002 and November 30, 2001


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

       The accompanying financial statements have been prepared by the
       Company without audit.  In the opinion of management, all adjustments
       (which include only normal recurring adjustments) necessary to
       present fairly the financial position, results of operations and cash
       flows at August 31, 2002 and 2001 and for all periods presented have
       been made.

       Certain information and footnote disclosures normally included in
       financial statements prepared in accordance with generally accepted
       accounting principles have been condensed or omitted.  It is
       suggested that these condensed financial statements be read in
       conjunction with the financial statements and notes thereto included
       in the Company's November 30, 2001 audited financial statements.  The
       results of operation for periods ended August 31, 2002 and 2001 are
       not necessarily indicative of the operating results for the full
       years.

NOTE 2 - GOING CONCERN

       The Company's financial statements are prepared using generally
       accepted accounting principles applicable to a going concern which
       contemplates the realization of assets and liquidation of liabilities
       in the normal course of business.  However, the Company does not have
       significant cash or other material assets, nor does it have an
       established source of revenues sufficient to cover its operating
       costs and to allow it to continue as a going concern.  It is the
       intent of the Company to seek a merger with an existing, operating
       company.  In the interim, shareholders of the Company have committed
       to meeting its minimal operating expenses.
                                7
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.
------------------

          The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  The Company's
Board of Directors intends to examine various industries in which the Company
may conduct business operations, and then adopt a Business Plan detailing the
necessary capital and requirements to engage in that industry.

          During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.

Results of Operations.
----------------------

          At August 31, 2002, the Company had $0 in assets and $44,071 in
liabilities.   The Company had no revenues for the three months ended August
31, 2002, with $3,789 in expenses, for a net loss of ($3,789); and the Company
had no revenues for the nine months ended August 31, 2002, with $10,796 in
expenses, for a net loss of ($10,796).

          The Company incurred losses of ($10,796) for the period ended August
31, 2002. Primarily all of these expenses were utilized for attorney's fees,
accounting fees and filing fees to maintain the Company in good standing and
to file its reports with the Securities and Exchange Commission.

Liquidity.
----------

          At August 31, 2002, the Company had no current assets, with total
current liabilities of $44,071.  Total stockholder's equity was ($44,071).

          During the period ended August 31, 2002, capital contributions by
a principal stockholder amounted to $8,216.

Item 3.  Controls and Procedures.

          Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our President
and Secretary, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on this evaluation, our President
and Secretary concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic reports that are filed with the Securities and
Exchange Commission.  It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless
of how remote.  In addition, we reviewed our internal controls, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None; not applicable.

Item 5.   Other Information.

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.

               10-SB Registration Statement, as amended, filed with the
               Securities and Exchange Commission on February 18, 2000.*

          (b)  Reports on Form 8-K.

               None; not applicable.

         *Incorporated herein by reference.

                            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.

                                         PROCESS TECHNOLOGY SYSTEMS, INC.

Date: 11/12/02                           By/s/William A. Silvey
      --------                               ------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 11/12/02                           By/s/W. Scott Thompson
      --------                               ------------------------
                                             W. Scott Thompson, Director
                                             Secretary


<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, William A. Silvey, Jr., President of Process Technology Systems,
Inc., certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of Process
Technology Systems, 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 officer 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 officer 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 officer 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.

Dated:  November 12, 2002            Signature:/s/William A. Silvey, Jr.
                                     William A. Silvey, Jr.
                                     President
<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, W. Scott Thompson, Secretary of Process Technology Systems, Inc., certify
that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of Process
Technology Systems, 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 officer 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 officer 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 officer 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.

Dated:  November 12, 2002            Signature:/s/W. Scott Thompson
                                     W. Scott Thompson
                                     Secretary
<PAGE>