SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                ___________________
                                     FORM 10-KSB

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

               For the fiscal year ended                Commission
                                                        File Number
                    April 30, 2003                      0-18980
                           ____________________
               PROCESS EQUIPMENT, INC. (formerly PEI, 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 by check mark if disclosure filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
<Page 1>


The estimated aggregate market value of the registrant's voting stock
held by non-affiliates of the registrant as of July 31, 2003 is
$533,967. This estimated market value is based on the average quoted
bid and ask prices of such stock on July 31, 2003. The registrant's
Common Stock has been sporadically quoted in the over-the-counter
market. The quotes may reflect inter- dealer trading and are not
necessarily representative of actual transactions or of the value of
Common stock. The number of shares of the registrant's Common Stock
outstanding as of July 30, 2003 is 3,644,800.

Documents incorporated by reference:  See page #26


                                  PART I

ITEM 1.    BUSINESS

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS. THESE INCLUDE
STATEMENTS CONCERNING PLANS, OBJECTIVES, GOALS, STRATEGIES, FUTURE
EVENTS OR PERFORMANCE AND ALL OTHER STATEMENTS WHICH ARE OTHER
THAN STATEMENTS OF HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION,
STATEMENTS CONTAINING WORDS SUCH AS "BELIEVES, "ANTICIPATES,"
"EXPECTS," "ESTIMATES," "PROJECTS," "WILL," "MAY," "MIGHT" AND WORDS
OF A SIMILAR NATURE. THE FORWARD-LOOKING STATEMENTS CONTAINED IN
THIS REPORT REFLECT MANAGEMENT'S CURRENT BELIEFS AND EXPECTATIONS
ON THE DATE OF THIS REPORT. ACTUAL RESULTS, PERFORMANCE OR
OUTCOMES MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE
FORWARD-LOOKING STATEMENTS.

History
     Process Equipment, Inc. (the "Company") was incorporated as
Sharon Capital Corporation ("Sharon") on September 21, 1989 under
the laws of the State of Nevada.  Sharon was a "blind pool/blank
check" corporation organized for the purpose of purchasing, merging
with or acquiring a business or assets from another company.
On March 1, 1990, Sharon completed a public offering of 36,000
Units, the net proceeds from which were approximately $148,760.
(See Item 5).  In July, 1990, Sharon was changed to PEI, Inc.
In November, 1990, PEI was changed to Process Equipment, Inc.
     On April 18, 1990, Sharon acquired all of the outstanding
shares of Common Stock of Process Engineers, Inc., a California
corporation ("Process Engineers"), in exchange for the issuance
of 2,144,000 shares of Sharon's Common Stock.  As part of the

<Page 2>

acquisition, Sharon's officers and directors resigned and were
replaced by the officers and directors of Process Engineers.
For present purposes, the business of the Company is the business
of Process Engineers Inc., its wholly owned subsidiary.

     Process Engineers' business was founded in 1957 in Oakland,
California. Initially, the principal business was as manufacturer's
representative for various tanks, valves, fittings and equipment sold
to the dairy industry.  In 1966, Process Engineers was incorporated to
carry on the business.  In 1970, new owners added engineering and
manufacturing capabilities to Process Engineers that were targeted on
the dairy industry.

     In 1973, Process Engineers relocated to larger quarters in
Hayward, California to commence the manufacture of specialty
stainless steel products and systems for the food, wine and dairy
industries.  It also became a distributor for products of ITT Grinnell,
Waukesha, Demoisy, Europress, Pera and Stone.  The addition of these
lines allowed Process Engineers to engineer systems and distribute
components for a wide range of needs in the food and wine industries.
In subsequent years, it designed and supplied processing systems to
Del Monte and Dole for pineapple processing plants, designed and built
an egg custard plant and a turn-key cheese manufacturing facility for
the California Dairyman's Co-op.

     In September 1989, Dr. Robert Lundak, George Cortessis and
H. Douglas Power purchased 94.8% of the shares of Process Engineers.
Mr. Power had been an officer of the corporation since 1981.
Dr. Lundak and Mr. Cortessis had substantial previous experience in other
companies with bio-technology products and services.  (See Item 10).
Mr. Power resigned from the office of President of the Company during July,
1991 and is no longer employed by the Company. On January 1, 1993 he
resigned as director of the Company.

     During the year ended April 30, 1993, 432,000 Class A and 432,000
Class B Common Stock Purchase Warrants and 3,600 Underwriter's Warrants
were exercised. The Company received net proceeds of $1,069,074.

     On September 23, 1994, Dr. Robert Lundak resigned as CEO and
Chairman of the Board of Directors and is no longer employed by the
Company.

<Page 3>

Business
     The Company designs and manufactures sanitary stainless steel
systems used for manufacturing processes in the wine, food and
bio-technology industries. The Company also serves as a distributor
for pumps, valves and other components used in such systems and for
winery equipment imported from Europe.  In addition, it provides
repair and other services related to such equipment and systems.

     A majority of the Company's revenues have historically come from
its business of providing products and services for the wine and food
industries, with wineries accounting for most of those revenues.
However, the Company in recent years has developed and marketed
bio-technology products and services which utilize components and
technologies similar to those used in the Company' wine and food
business. Currently, approximately 15% of the Company's revenues
are from sales of products and services for the biotechnology industry.

     The wine business is seasonal and the Company's wine-related
activities and sales are largely confined to the time periods
immediately prior to and during the August-October "crush" season.
Sales of winery equipment tend to be concentrated in the months
preceding August and servicing of the equipment tends to concentrate
during the crush season.  Consequently, the Company's winery business
is largely dormant during significant portions of the spring and winter
months.

Manufacturing

     Components for systems sold by the Company are acquired from
various third party suppliers and then modified and combined into
systems by the Company's production personnel at the Company's plant in
Hayward, California. The Company's employees are particularly skilled in
precise welding, machining and other fabrication of stainless steel.
The systems are also tested and installed by the Company's personnel.
The products distributed by the Company carry various warranties,
generally for a one-year period, provided by their manufacturers.
At June 30, 2003, the Company had five employees engaged in design,
production, testing and field service activities.

Marketing

     At June 30, 2003, the Company's sales force consisted of two
employees.  The Company has focused its marketing efforts on the wine

<Page 4>

and bio-technology industries within California.  Emphasis has been
placed on the Company's knowledge of wine processes and systems
engineering, its fabrication capability and its commitment to service.

     Wineries are typically capital intensive requiring specialized
machinery such as destemmers, membrane presses, filter systems,
crushers, tanks, pumps, bottling equipment and piping.  The wine
industry is divided into "premium" and "jug" table wines.  The Company
has focused its marketing efforts on the premium wine segment.
The Company presently has approximately 450 winery customers.

     The Company has marketed its bio-technology products to smaller
bio-tech companies that do not have sufficient in-house expertise to
design or fabricate their own equipment or systems.  The Company has
focused marketing efforts on equipment for fermentation, separation and
purification. Marketing is carried out by the Company's sales force and
has been concentrated in California, although the Company has executed
major bio-tech projects in Washington, Massachusetts and Virginia as well.

Competition

     Numerous companies compete to furnish equipment to the California
wineries. Many distributors and manufacturer's representatives are
authorized to sell products which compete with those of the Company,
additionally  many engineering firms can competently design similar
products to those designed and built by the Company.

     The bio-technology equipment and parts industry consists of diverse
group of suppliers such as ABEC Inc., New Brunswick Scientific,
Millipore Corp, B. Braun Biotech and ITT Sherotec Inc..  Management
believes that no single company, or small group of companies, now
dominates the market for bio-technology equipment.  The market is highly
fractured, with numerous small companies that market one or a small
number of types of systems. The larger bio-technology companies have
the capacity to fabricate their own equipment and parts in-house and
smaller companies frequently use engineering firms to custom design
and specify components which are then assembled by the companies
themselves or by contract fabricators.

<Page 5>

     A small number of fabrication companies exist that will custom
build bio-technology systems from the designs or packages furnished by
customers. Typically, the fabrication companies provide limited
warranties and no ongoing repair, servicing or support.

     The Company believes that important competitive factors in the
markets for winery and bio-technology components and systems marketed
by the Company include pricing, product effectiveness and reliability,
servicing capabilities and general marketing abilities.  Management
believes a particular competitive strength of the Company is its
capacity to provide complete turn-key systems to its customers.

Government Regulation

     The Company is subject to various state and federal laws,
regulations and guidelines relating to safe working conditions and
manufacturing practices.  While the Company's bio-technology customers
are generally subject to extensive regulation by the U.S. Food and Drug
Administration, which may affect their specifications for products
supplied by the Company, the Company's products and operations are not
directly subject to such regulation.

Patents and Trade Secrets

     The Company presently has no patents on its products and does not
believe that having patents or other proprietary technology is important
to the success of its planned operations.

Employees

     At June 30, 2003, the Company had nine full-time employees.

ITEM 2.   PROPERTIES

 Process Engineers leases a 15,600 square foot
Building in Hayward, California which contains 3,600 square feet of
administrative, engineering and sales space and 12,000 square feet of
inventory and manufacturing space.

The manufacturing space has been designed to accommodate the special
needs of the Company's inert gas welding and large system assembly.
Rent payments of $5,507 per month plus common area maintenance charges
are owed under the terms of a lease from September 1998 to September 2003,
the end of the lease term. The company has negotiated, but, as of
July 31, 2003, has yet to execute a contract for, a two year extension
of this operating lease. Terms of this lease extension call for an
increase in total lease payments of $7,996 per month, including all
common area maintenance charges.

<Page 6>

ITEM 3.   LEGAL PROCEEDINGS

     Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     Not applicable.

                          PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS

Common Stock

     The Company's Articles of Incorporation authorize the issuance of
25,000,000 shares of Common Stock, $.001 par value per share. At June
30, 2003, 3,644,600 shares were outstanding. Shares of Common Stock (i)
have equal rights to dividends from funds legally available therefor,
when, as and if declared by the Company's Board of Directors, (ii) are
entitled to share ratably in any remaining assets of the Company available
for distribution to shareholders upon the Company's liquidation and (iii)
do not have preemptive, subscription or conversion rights.  All shares of
Common Stock now outstanding are fully paid for and non-assessable.


     All holders of Common Stock have one vote per share on all matters
submitted to a vote of stockholders.  Stockholders do not have rights to
cumulate their votes in the election of directors under the Company's
Articles of Incorporation or applicable provisions of the Nevada General
Corporation Law.  However, under Section 2115 of the California Corporations

Code, specific provisions of the California General Corporation Law,
including mandatory cumulative voting rights of shareholders, are made
applicable to "pseudo-California" corporations incorporated under
laws of other states which meet certain tests.  The tests are that
the average of specified property, payroll and sales factors
(generally relating to the extent of activities in California)
exceed 50% on a consolidated basis during the corporation's latest
full income year, and that more than one-half of the corporation's
outstanding voting securities are held of record by persons
having addresses in California.

<Page 7>

Market for Securities

     The Company's shares are quoted sporadically in the over-the-
counter market with relatively small volumes of actual trading.  Market
makers and other dealers provide bid and ask quotations for the
Company's securities, and list such quotations in the National Daily
Quotation Sheets, commonly referred to as the inter-dealer "pink
sheets."

From completion of the Company's initial public offering on
March 1, 1990, the Company's securities were quoted sporadically in the
Over-The-Counter (OTC) market, with relatively small volumes of actual
trading.  Since September 1990, the Company's Common Stock has also been
sporadically quoted on the NASD Electronic Bulletin Board under the symbol
"PEQM". These quotes were reported in the inter-dealer "pink sheets," and
reflect inter-dealer prices without retail mark-up, mark-down or commission;
are not necessarily representative of actual transactions or of the value
of the Company's securities; and may not be based on any recognized
technique of valuation used in the investment banking community.

The following table sets forth, for the periods indicated, the high and low
sale prices for the Company's Common Stock as reported by the
National Quotation Bureau, Inc.

FISCAL YEAR ENDED APRIL 30, 2003      LOW                        HIGH
1st Quarter                        $ 0.19                      $ 0.20
2nd Quarter                          0.17                        0.19
3rd Quarter                          0.16                        0.17
4th Quarter                          0.14                        0.16


FISCAL YEAR ENDED APRIL 30, 2002      LOW                        HIGH
1st Quarter                        $ 0.16                      $ 0.17
2nd Quarter                          0.13                        0.16
3rd Quarter                          0.17                        0.20
4th Quarter                          0.14                        0.20





As of June 30, 2003, there were approximately 500 holders of record
of the Company's then outstanding shares of Common Stock.

<Page 8>

Transfer Agent

     The transfer agent for the Common Stock is American Stock Transfer
& Trust Company, 40 Wall Street, New York, New York 10005.

Dividends

     The Company does not presently anticipate that it will pay
dividends at any time in the foreseeable future.  The payment of any
dividends will depend, among other things, upon the Company's earnings,
assets and general financial condition, and upon other relevant factors.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations


Year Ended April 30, 2003 Compared to Year Ended April 30, 2002

     Total sales of the Company for the year ended April 30, 2003
decreased by $ 8,956 from sales for the year ended April 30, 2002.
This gross revenue increase constituted  a 0.4% increase as
compared to the previous year. Gross profit for the year ended
April 30, 2003 increased by $29,247 compared to the gross profit
for the year ended April 30, 2002.
This gross profit increase constituted  a 5.1% increase as compared
to the previous year. Gross profit as a percentage of revenue for
the year ended April 30, 2003 increased to 29.6% compared to 28.0%
for the year ended April 30, 2002.

Management believes that the year over year decreases in gross
revenue is more indicative of market conditions for the company's
products and services than the increase in gross margin achieved,
as generally weak demand for capital equipment in the Food, Wine
and Biotechnology industries continues. Competitive price pressure
resulting from weak demand for capital equipment continues.

<Page 9>

General and administrative expenses increased $8,634 (to $609,184
from $600,550) for the year ended April 30, 2003 as compared to the
previous year.  This increase represents a 1.4% increase in such
expenses year over year. The increase in general and administrative
costs were largely the result of increased costs for insurance,
including employee workmans compensation insurance, employee health
insurance and corporate liability insurance premiums. Significant
increases in these expenses are anticipated in the future as well.

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 April 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.

Year Ended April 30, 2002 Compared to Year Ended April 30, 2001

     Total sales of the Company for the year ended April 30, 2002
increased by $25,308 from sales for the year ended April 30, 2001.
This gross revenue increase constituted  a 1.25% increase as
compared to the previous year. This increase was due to a $12,571
decrease (from $1,723,691 to $1,711,120) in sales of wine  and
food products and services as well as by a $37,879 increase
(from $305,923 to $343,802) in sales of bio-technology products and
services.  Gross profit for the year ended April 30, 2002 increased by
$74,020 compared to the gross profit for the year ended April 30, 2001.
This gross profit increase constituted  a 14.7% increase as compared
to the previous year. Gross profit as a percentage of revenue for the
year ended April 30, 2002 increased to 28.1% compared to 24.8% for the
year ended April 30, 2001.

Management believes that the year over year increases in gross
revenue and margin are not indicative of a trend in market conditions
for the company's products and services. The generally weak demand
for capital equipment in the Food, Wine and Biotechnology industries
continues. Management believes the cause of the year to year increase
in gross margin  percentage was also not the result of a general
improvement in the market conditions for the companies products and
services, but rather resulted from  changes in the product mix
constituting the companies sales. Competitive price pressure resulting
from weak demand for capital equipment continues.

<Page 10>

General and administrative expenses increased $69,369 (to $600,550
from $531,181)for the year ended April 30, 2002 as compared to the
previous year.  This increase represents a 13.1% increase in such
expenses year over year. The increase in general and administrative
costs were largely the result of increased costs for insurance,
including employees health insurance and corporate liability insurance
premiums. Significant increases in these expenses are anticipated
in the future as well.

Because the company's personnel, processes, equipment, materials and
related technology utilized in service to both the Wine/Food and the
Bio-technology 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.

The above break- outs of market segment revenues is presented for
informational purposes only. Trends in industry specific revenue volume
should therefore, not be construed to indicate any information other
than historical fact.


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 increased as somewhat improved
gross margins were counteracted by somewhat lower gross revenues.

Fluctuations in cash-flow category line items such as year over year
increase in accounts receivable, accounts payable and 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.

<Page 11>

For instance, this form 10KSB compares the cash flows resulting from
operations for two twelve month periods, namely, the fiscal years
ended April 30, 2002 and April 30, 2003 respectively. The company
garnered roughly the same gross revenue in each of these fiscal
years. And, although the difference in net income comparing the
two periods is only $19,379, ($12,459 loss for 2002 vs. $6,920
profit for 2003), there was a $33,650 increase in accounts
receivable as of April 30, 2003 compared to April 30, 2002 but
a $81,833 decrease in accounts receivable as of April 30, 2002
compared to April 30, 2001. The explanation for this disparity
is, as stated above, 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 10 months of a particular
fiscal year, compared to the sales made in the last 30 to 60 days of
that particular fiscal year, 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 12>

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 (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
t substantive performance or financial condition of the company.


<Page 13>

ITEM 7.    SELECTED FINANCIAL DATA

     The following information has been summarized from financial
information included elsewhere and should be read in conjunction with
such financial statements and notes thereto.

Summary of Statements of Operations of Process Equipment (in thousands
except for per share amount)

                        Years Ended April 30th

              2003        2002        2001       2000        1999
Sales       $2,046      $2,055      $2,030     $2,332      $2,551

Gross
Profit        $606        $576      $  502    $   668     $   769

Net Income
(Loss)        $  7        ($12)   $      0    $   105     $   116

Net Income
(Loss)
Per Share   ($0.00)     ($0.00)     $ 0.00     $ 0.03      $ 0.03



Summary of Balance Sheets of Process Equipment (in thousands)

           April 30,2003     2002     2001      2000     1999

Working Capital   $1,115   $1,130   $1,127    $1,111   $  948

Total Assets      $1,341   $1,381   $1,446    $1,482   $1,445

Stockholders'
Equity            $1,196   $1,192   $1,204    $1,205   $1,099


<Page 14>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                      INDEX TO FINANCIAL STATEMENTS
          PROCESS EQUIPMENT, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS                             Page

Report of Independent Public Accountants........................16

Consolidated Balance Sheets at April 30, 2003 and 2002.......17-18

Consolidated Statements of Operations
for the Years Ended April 30, 2003, 2002 and 2001.............. 19

Consolidated Statements of Cash Flow
for the Years Ended April 30, 2003, 2002 and 2001...............20

Consolidated Statements of Stockholders' Equity
for the Years Ended April 30, 2003, 2002 and 2001...............21

Notes to Consolidated Financial Statements...................22-33

<Page 15>

BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive - Suite 209
Coral Springs, Florida 33071
(954) 752-1712

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Process Equipment, Inc. and Subsidiary
Hayward, California

We have audited the accompanying consolidated balance sheets of
Process Equipment, Inc. and Subsidiary as of April 30, 2003 and
2002 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended
April 30, 2003, 2002 and  2001.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements Based on our audits.

We conducted our audits in accordance with standards generally
accepted in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the over all financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Process
Equipment, Inc. and Subsidiary as of April 30, 2003 and 2002 and
the results of its operations and its cash flows for the years
ended April 30, 2003, 2002 and 2001 in conformity with accounting
principles generally accepted in the United States of America.




Coral Springs, Florida                                    /s/ Joel S. Baum
                                                          ----------------
                                                              Joel S. Baum

June 25, 2003                                      Baum & Company, PA

<Page 16>

                     PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                            April 30, 2003 and  2002

                                    ASSETS
                                        2003                 2002
                              -----------------------------------

Current Assets

Cash                                $455,622             $489,247
Accounts Receivable
(less allowance for doubtful
 accounts of $6,000 and
$10,000 2003 and 2002)               217,475              183,825
Inventory (Note 1)                   599,572              623,590
Prepaid Expenses                      16,530               12,922
Deposits                               6,000               14,270
                          ------------------  -------------------
Total Current Assets               1,295,199            1,323,854

Property and Equipment (Net)          11,448               19,281

Deferred tax asset                    34,011               38,372
                         -------------------      ---------------


Total Assets                      $1,340,659           $1,381,507
                            ----------------      ---------------

See Accountants' Report and Accompanying Footnotes



<Page 17>


              PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS
                         April 30, 2003 and  2002

        LIABILITIES AND STOCKHOLDERS' EQUITY



                                    2003             2002
                          ------------------------------------------
Current Liabilities

Accounts Payable                 $56,759          $40,066
Accrued Expenses                  85,049           74,478
Customer Deposits                    100           75,132
                                --------          -------
Total Current Liabilities        141,908          189,676
                                --------          -------
Total Liabilities                141,908          189,676
                                --------          -------

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              (54,306)         (61,226)
                                ---------        --------
Total Equity                   1,198,751        1,191,831
                                ---------       ---------
Total Liabilities and
 Stockholders' Equity         $1,340,659       $1,381,507
                              ===========       =========
See Accountants' Report and Accompanying Footnotes.

<Page 18>

                       PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                 For The Years Ended April 30, 2002, 2001 and 2000


                         2002               2001              2000
                   -----------------------------------------------
Revenues           $2,045,965         $2,054,922         $2,029,614

Cost of Goods       1,440,045          1,478,549          1,527,261
                    ---------          ---------          ---------
Gross                 605,620            576,373            502,353
                    ---------          ---------          ---------
General and
Administrative
Expense               609,184            600,550            531,181

Income (Loss)
Before Other
Income (Expenses)
And Provision
for Income Taxes      ( 3,265)           (24,177)           (28,828)
                      -------             ------             ------
Other Income
(Expenses)

Interest Income
(Net)                   5,268             12,575             29,202
Gain on sale
Of Asset               10,048                  0                  0
                       ------             ------             ------


Total Other Income
(Expenses)             15,346             12,575             29,202
                       ------             ------             ------
Income (Loss)
Before Provision
for Income Taxes       12,081            (11,602)               374
                       ------            --------            ------
Provision for
Income Taxes
Current                 1,090              2,400               (800)

Deferred                4,071              - 0 -              - 0 -
                       ------             ------              -----
Total                   5,161               (857)              (800)
                       ------             ------              -----
Net Income
(Loss)              $   6,920          $ (12,459)           $(  426)
                       ------             ------           --------
Earnings (Loss)
Per Share               $0.00              $0.00           $   0.00
                       ------             ------            -------
Weighted Average
Number of Shares
Outstanding         3,644,800          3,644,800          3,644,800
                    =========          =========          =========

See Accountants' Report and Accompanying Footnotes

<Page 19>

           PROCESS EQUIPMENT, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended April 30, 2003, 2002 and 2001


                                    2003          2002           2001

                               ----------------------------------------
Cash Flow from Operational
Activities:

Net Income (Loss)                 $ 6,920       $(12,459)   ($     426)
Adjustments to Reconcile
Net Income to Net Cash Used
for Operating Activities:
Depreciation and Amortization      15,259         19,178        16,029
Changes in Assets and Liabilities
  (Increase) Decrease in Accounts
  Receivable                      (33,650)        81,833       118,105
(Increase) Decrease in
Inventory                          24,018         22,781       (36,190)
  (Increase) Decrease in Prepaid
  Expenses                         (3,608)        15,287       (14,287)

  (Increase) Decrease in Deposits   8,270         (9,600)        - 0 -

  Increase (Decrease) in Deferred
   Tax Asset                       (4,361)            58         - 0 -
  Increase (Decrease) in Accounts
  Payable and Accrued Expenses     27,264        (36,714)     (108,212)
  Increase (Decrease) in Customer
  Deposits                        (75,032)       (15,534)       72,693
                                 --------         ------        ------

Net Cash from Operational
Activities                        (34,920)        64,830        47,712

Cash Flow from Investing
Activities:
Acquisition of Fixed Assets         1,295           - 0-         - 0 -
                                  -------         -------       ------
Net Increase
(Decrease) in Cash                (33,625)         64,830       47,712

Cash - Beginning                  489,247         424,417      376,705
                                  -------         -------      -------
Cash - Ending                    $455,622        $489,247    $ 424,417
                                 ========        ========     ========
                      See Accountants' Report and Accompanying Footnotes

<Page 20>

                  PROCESS EQUIPMENT, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            For the Years Ended April 30, 2003, 2002 and 2001



                      Common Stock
                    (0.001 Par Value)                Additional
                                               Paid In   Accumulated
                         Shares     Amount     Capital     (Deficit)
           ------------------------------------------------------

Balance April 30, 2000   3,644,800   3,645     1,249,412    ( 48,341)

Net Income                   - 0 -   - 0 -         - 0 -        (426)
                         ---------   -----      --------    ---------
Balance April 30, 2001   3,644,800  $3,645    $1,249,412  $ ( 48,767)

Net Income                   - 0 -   - 0 -         - 0 -     (12,459)
                         ---------   -----      --------    ---------
Balance April 30, 2002   3,644,800  $3,645    $1,249,412  $ ( 61,226)

Net Income                   - 0 -   - 0 -         - 0 -       6,920)
                         ---------   -----      --------    ---------
Balance April 30, 2003   3,644,800  $3,645    $1,249,412  $ ( 54,306)
                         =========  ======    ==========  ===========

  See Accountants' Report and Accompanying Footnotes

<Page 21>

            PROCESS EQUIPMENT, INC. AND SUBSIDIARY
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE YEARS ENDED APRIL 30, 2003, 2002, AND 2001

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.

Customer Deposits and Revenue Recognition

The company may from time-to-time collect deposits from various
customers for custom designed or other specialized equipment. This
situation arises only to infrequently, and usually involves medium-to
large dollar volume orders.  Deposits resulting from such orders are
collected, and are reflected as liabilities on the balance sheet of the
company, while the ordered equipment is being designed and
manufactured. Any funds received in advance of transfer of title to
goods produced under such a contract are shown as a liability under
"Customer Deposits".

As is the case for other more common and straightforward transactions,
customer deposit funds are recognized as revenue when title to the
equipment is transferred to the buyer (or to the buyer indirectly via
common carrier). In certain very unusual cases, a negotiated
"retention" fraction of the purchase price of the product is withheld
by the buyer pending equipment installation, start-up or qualification
for service. In these cases, management exercises judgement, based on
specific experience, concerning the type and value of the product, and
the identity and technical requirements of the purchaser, to establish
reserve accounts adequate to offset the estimated potential liability
for any additional expenditures which may be required precedent to
collection of revenue recognized. Generally, these reserve accounts are
of the same dollar amount as the "retention" fraction. Therefore,
effectively, "retention" amounts are recognized as revenue only upon
collection of the "retention" funds. Management believes that the
procedures employed to accrue reserves against the potential liability
associated with such projects is adequate to fulfill the requirements
of SAB 101. In any event, no such project requiring installation,
start-up or qualification activities or acceptances as a condition of
contract fulfillment was extant as of April 30, 2003.

<Page 22>

Warrantee Reserve

As a rule, equipment sold by the company is comprised of components
purchased by the company from other manufacturers. It is the policy
of the company to transfer to the customer these manufacturer's
warrantees and to limit the company's warrantees to the functioning
of sub-assemblies actually manufactured by the company. In
recognition of the potential liability resulting from these warrantee
obligations, the company accrues reserve accounts, the amounts of
which are based on the company's experience and expertise with the
particular product subject to warrantee. As of April 30, 2003, these
reserve account amounted to $10,000, which represents 0.5% of the
retail value of all equipment sold by the company, still subject to
either the company's or other manufacturers' warrantee.

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.

<Page 23>

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.

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2003, 2002, AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

For presentation of the current comparative financial statements it
has been deemed appropriate to fully recognize this benefit for each
year presented.

Deferred Taxes

The Company incurs a timing difference in depreciation expense due to
the difference in depreciation methods used for financial and income
purposes.

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 Per Share

Primary earnings per common share are computed by dividing the net
income (loss) by the number of shares of common stock issued and
outstanding.  The number of shares used for the fiscal years ended
April 30, 2003, 2002 and 2001 was 3,644,800. Because the company has
outstanding but a single class of equity security (common stock)
and is subject to no outstanding stock purchase options, warrants
or any other potentially dilutive rights or instruments, diluted
earning per share are exactly equal to basic earnings per share.



Customer Deposits and Revenue Recognition

<Page 24>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2002, 2001, AND 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Bad Debt Reserve

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.

Vendor Deposits

The Company has funds deposited with vendors of equipment or
components at various times and in varying amounts. The company has no
deposits with foreign vendors as of January 31, 2003. The company has
a security deposit amounting $4,670 held by the owner of the company's
operating facilities lease.

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.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statement and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash equivalents
include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.

Long-Lived Assets

The Company accounts for long-lived assets under the provisions
of SFAS No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to Be Disposed of, "which states
that whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable and
long-lived assets and certain identifiable intangibles are to
be disposed of, they should be reported at the lower of carrying
amount of fair value less cost to sell.  The Company does not
believe that any such changes in circumstances have occurred,
other than those recorded for the periods presented.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board, ("FASB")
issued SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 require all
business combinations initiated after June 30, 2001 to be accounted
for using the purchase method.  Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer
amortized but are reviewed annually (or more frequently if
impairmentindicators arise) for impairment.  Separable intangible
assets that are not deemed to have indefinite lives will continue
to be amortized over their useful lives

<Page 25>

PROCESS EQUIPMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2003, 2002, AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

with no maximum life).  The amortization provisions of SFAS
No. 142 apply to goodwill and intangible assets acquired prior
to July 1, 2001, the Company is required to adopt SFAS No. 142
effective July 1, 2002.  Adoption of SFAS No. 141 will have no
effect on the Company's results of operations or financial position.
Management does not expect that adoption of SFAS No. 142 will
have a material effect on the Company's results of operations or
financial position.  The effect, if any, would be a reduction in
amortization of certain intangible assets the Company has acquired
in its "Business Combinations," see also Note 5.

In August 2002, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".  This statement
addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of", and provides guidance on lassification and
accounting for such assets when held for sale or abandonment.
SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001.Management does not expect the adoption of
SFAS No. 144 will have a material effect on the Company's
results of operations or financial position.

NOTE 2 - PROPERTY and EQUIPMENT

                                April 30                 April 30

                                    2003                    2002
                                --------------------------------
Transportation Equipment         $14,747                 $28,225
Office Equipment                  38,686                  37,391
Shop Equipment                    35,261                  35,261
Leasehold Improvements            35,894                  35,894
                             -----------            ------------
Total                            136,771
Less:  Accumulated Depreciation  124,588                 117,490
                               ---------            ------------
Net Fixed Assets                $ 11,448                $ 19,281
                                ========               =========
The depreciation expense for the years ended April 30, 2003, April 30,
2002 and April 30, 2001 was $19,178,  $16,029 and $7,201, respectively.

NOTE 3 - INVENTORY

Inventory consists of               2003               2002
the following:
Parts Inventory                $ 596,396          $ 613,619
Finished Goods Inventory           3,176              9,971

                               ---------          ---------
                               $ 599,572          $ 623,590
                               =========          =========
<Page 26>

NOTE 4 - LEASING ARRANGEMENTS

Operating Lease
The Company conducts its operations from facilities that are leased
under a five year lease ending August, 2003. The lease calls for
monthly rent payments commencing September, 1998 of $5,509 per
month plus common area maintenance charges which includes a
pro-rata share of real property taxes. Rent expense amounted
to $ 83,944 and $ 85,503 years ended April 30, 2003 and 2002,
respectively.

Future Minimum Lease Payments
Future minimum lease payments for operating lease at April 30, 2003
are:

     Years Ending                                    Operating
     April 30                                            Lease

     2004                                              $29,497
                                                      --------
     Total Minimum Payments                           $ 29,497
                                                      ========

NOTE 5- CERTAIN TRANSACTIONS WITH MANAGEMENT

A shareholder and officer of the company has received compensation
of $65,000, $65,000 and $65,000 during the fiscal years ended
April 30, 2003, 2002 and 2001, respectively.

NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION


Year ended April 30,             2003           2002           2001
                       ---------------------------------------------
Taxes Paid                     $1,090         $2,400        $   800
Interest Paid                  $    0         $    0        $   478


                               PART III

<Page 27>

ITEM 10.   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


Executive Officers and Directors
  The following table sets forth the name, age and position of each
executive officer and director of the Company.  Each individual has
served in such positions since April 1990.


Name                               Age                  Position

George P. Cortessis                 44                  Secretary,
                                                        Treasurer
                                                        and Director

  Directors of the Company are elected by the Company's shareholders
and hold office until their successors have been elected and qualified,
or until their death, resignation or removal.  Subject to the terms of
their Employment Agreements, the officers of the Company are elected
by and serve at the pleasure of the Board of Directors.

  The following table sets forth the name, age and position of each
officer and director of Process Engineers.  Each individual has served
in such positions since May 1990.

Name                              Age     Position

Vacant position                           Chief Executive Officer,
                                          and Chairman of the Board

George P. Cortessis                44     Vice President, Secretary,
                                          Treasurer and Director

Vacant position                           Chief Financial Officer

  George P. Cortessis.  Mr. Cortessis joined Process Engineers, Inc.
in September, 1989 and has historically been responsible for the bio-
technology aspect of the Company's business.

  Since 1983, Mr. Cortessis has been continuously employed in the bio-
technology and wine industries.  Until March, 1985, he was a process
engineer for Chiron Corporation and designed fermentation, cell
processing and protein purification equipment.  From March, 1985,
until February, 1988, he was a project engineer furnishing engineering
services to customers for fermentation and biochemical
processing equipment.  From February, 1988 until joining Process
Engineers, Inc., Mr. Cortessis was a Regional Sales Engineer for L. H.
Fermentation, Inc. of Hayward, California and supervised a bio-reactor
sales program for fourteen western states and Canada.

  Mr. Cortessis graduated from the University of California - Berkeley
in 1983 with a Bachelor of Science Degree in Chemical Engineering.


  ITEM 11. EXECUTIVE COMPENSATION

  During the three fiscal years ending April 30, 2001, 2002 & 2003 Mr.
  Cortessis received the following salaries.

  Summary of Compensation Table


Name and Principal        2003             2002           2001
Position                Salary           Salary         Salary


George P. Cortessis    $65,000          $65,000        $65,000
     Secretary and
     Treasurer


  In addition to the cash compensation shown above, executive officers
of the  Company may receive indirect compensation in the form of
perquisites and other personal benefits. For each named officer, such
indirect compensation did not exceed 15% of the officer's salary for
any year shown above.


<Page 28>



ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth the number and percentage of the
Company's shares owned beneficially by its executive officers and
directors and by other persons known to own beneficially 5% or
more of the shares as of July 20, 2002.


                                    Number of         Percentage
                                    Shares            of Shares
Name                                Owned (a)         Outstanding

George P. Cortessis                 834,257           22.9%
26569 Corporate Avenue
Hayward, CA 94545

Peter G. Cortessis                  264,552           7.3%
26569 Corporate Avenue
Hayward, CA 94545

Paul E. Cahalen                     196,000           5.4%
2001 Omega Court, Suite 207-D
San Ramon, CA  94583

All present officers                834,257           22.9%
and directors as a
group (1 person)


(a)  Subject to applicable community property laws, all such shares
were owned of record, with sole voting and investment power, by the
named individual and/or by his wife.

<Page 29>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not Applicable

                                 PART IV

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

 (a) Exhibits

Item Number as per Item 601 of Regulation S-B

  3(a)    Articles of Incorporation*

  3(b)    Certificate of Incorporation*

  3(c)    Bylaws*

  3(d)    Certificate of Amendment of Articles of Incorporation*

  3(e)    Certificate of Amendment of Certificate of Incorporation*

  4(c)    Sample Stock Certificate*

  10(a)   Transfer Agent and Registrar Agreement*

  10(d)   Stock Exchange Agreement, dated as of April 6, 1990,
          among the Company, Robert L. Lundak, H. Douglas Power
          and George B. Cortessis.*

  10(e)   1990 Stock Option Plan*

  10(f)   Employment Agreement dated as of April 18, 1990 between
Process
          Engineers and Robert L. Lundak*

  10(g)   Employment Agreement dated as of April 18, 1990 between
Process
          Engineers and H. Douglas Power*

  10(h)   Employment Agreement dated as of April 18, 1990 between
Process
          Engineers and George P. Cortessis*

  10(z)   Promissory Note Extensions.*

  21      Subsidiary *

* Incorporated herein by reference to exhibit of the same number
  of the Company's  Registration Statement on Form S-18, as
  amended (Reg. No.   33-31720-NY) declared effective
  February 25, 1992.

(b)  Reports on Form 8-K filed in the Fourth Quarter
     Not applicable.

<Page 30>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 Equipment, Inc.


                                 By: /S/ George P. Cortessis
                                -----------------------------
                                     George P. Cortessis
                                           Secretary


                                      Dated: August 5, 2003


  Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:


Signature



/S/  George P. Cortessis
----------------------------
 George  P.  Cortessis
Dated:   August 5, 2003
Title: Secretary, Treasurer and Director

  (Principle Accounting and Financial Officer)


<Page 31>

                                      CERTIFICATIONS

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

1.   I have reviewed this quarterly report on Form 10-KSB 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 quaterly 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,
basedon 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: August 5, 2003


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

<Pge 32>





                            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-KSB for the period ending April 30, 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
August 5, 2003



<Page 33>