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, 2002                      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. [ ]

The estimated aggregate market value of the registrant's voting stock
held by non-affiliates of the registrant as of June 30, 2002:
$465,000.  This estimated market value is based on the average quoted
bid and ask prices of such stock on June 30, 2002. The registrant's
Common Stock has been sporadically quoted in the over-the-counter
market. The quotes 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 June 30, 2002 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 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.

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, 2001, the Company had four employees engaged in design,
production, testing and field service activities.

Marketing

     At June 30, 2002, the Company's sales force consisted of two
employees.  The Company has focused its marketing efforts on the wine
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.

     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, 2002, the Company had eight 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 August 2003,
the end of the lease term.



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, 2002, 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.
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, 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


FISCAL YEAR ENDED APRIL 30, 2001            LOW                        HIGH
1st Quarter                              $ 0.19                      $ 0.19
2nd Quarter                                0.19                        0.19
3rd Quarter                                0.19                        0.22
4th Quarter                                0.15                        0.17


As of June 30, 2002, there were approximately 500 holders of record
of the Company's then outstanding shares of Common Stock.


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, 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.

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.


Year Ended April 30, 2001 Compared to Year Ended April 30, 2000

     Total sales of the Company for the year ended April 30, 2001
decreased by $302,320 from sales for the year ended April 30, 2000.
This decrease was due to a $127,294 decrease (from $1,850,985 to
$1,723,691) in sales of wine  and food products and services as well as
by a $175,026 decrease (from $480,949 to $305,923) in sales of bio-
technology products and services. Cost of goods sold decreased $136,474
and the gross profit decreased by $165,848 for the year April 30, 2001
as compared to the previous year. Gross profit as a percentage of
revenue for 2001 fell to 24.8% compared to 28.7% for 2000.

Management believes the cause of the year to year decline in gross
revenues was a general weakening of demand for capital equipment in the
Food, Wine and Biotechnology industries. Management believes the cause
of the year to year decline in gross margin was an increase in
competitive price pressure resulting from weakened demand for capital
equipment.

General and administrative expenses increased $30,390 (to $531,181
from $500,791)for the year ended April 30, 2001 as compared to the
previous year. The increase in general and administrative expenses
reflect increased sales commissions paid (increased by $19,344), and
increased marketing expenses (increased by $14,367).

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.

Year-to-year fluctuations in various cash-flow category line items were
the result of several factors. Net income decreased  as
relatively unchanged revenues and somewhat improved gross
margins were more than offset by increased general
and administrative expenses. Fluctuations in cash-flow category line
items such as year over year decreases in accounts receivable, accounts
payable and pre-paid expenses are subject to period to period timing
differences.
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.

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. 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 and inventory decrease cash-
flows. 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 fluctuated based on the various timing
differences existing between the company's fiscal reporting period and
the somewhat variable schedules of the required pre-payments for such
administrative expenses as health and liability insurance premiums, as
well as sales and income tax pre-payments. 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.


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 $10,000  reserve made against current accounts receivable, in
respect of the possibility of such defaults, is adequate.


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

                     2002             2001       2000        1999        1998
Sales              $2,055           $2,030     $2,332      $2,551      $2,554

Gross Profit         $576           $  502    $   668     $   769     $   821

Net Income (Loss)    ($12)        $      0    $   105     $   116     $   163

Net Income (Loss)
Per Share          ($0.00)          $ 0.00     $ 0.03      $ 0.03      $ 0.05



Summary of Balance Sheets of Process Equipment (in thousands)

              April 30,    2002            2001      2000     1999       1998

Working Capital          $1,334          $1,127    $1,111   $  948     $  780

Total Assets             $1,381          $1,446    $1,482   $1,445     $1,279

Stockholders' Equity     $1,192          $1,204    $1,205   $1,099     $  983




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..........................15

Consolidated Balance Sheets at April 30, 2002 and 2001............16-17

Consolidated Statements of Operations
for the Years Ended April 30, 2002, 2001 and 2000................ 18

Consolidated Statements of Cash Flow
for the Years Ended April 30, 2002, 2001 and 2000.................19

Consolidated Statements of Stockholders' Equity
for the Years Ended April 30, 2002, 2001 and 2000.................20

Notes to Consolidated Financial Statements........................21-25


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, 2002 and 2001 and
the related consolidated statements of operations, stockholders' equity and
cash flows for the years ended April 30, 2002, 2001 and  2000.
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, 2002 and 2001 and the results of
its operations and its cash flows for the years ended April 30, 2002, 2001
and 2000 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, 2002                                           Baum & Company, PA

                     PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                            April 30, 2002 and  2001

                                    ASSETS
                                                  2002                 2001
                                        -----------------------------------
Current Assets

Cash                                          $489,247             $424,417
Accounts Receivable
(less allowance for doubtful
 accounts of $10,000 for both
    2002 and 2001)                             183,825              265,658
Inventory (Note 1)                             623,590              646,371
Prepaid Expenses                                12,922               28,209
Deposits                                        14,270                4,670
                                    ------------------  -------------------
Total Current Assets	                     1,323,854            1,369,325

Property and Equipment (Net)                    19,281               38,459

Deferred tax asset                              38,372               38,429
                                  --------------------      ---------------


Total Assets                                $1,381,507            1,446,213
                                       ----------------      --------------

See Accountants' Report and Accompanying Footnotes






              PROCESS EQUIPMENT, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS
                         April 30, 2002 and  2001

        	LIABILITIES AND STOCKHOLDERS' EQUITY

                                      2002                               2001
                                   ------------------------------------------
Current Liabilities

Accounts Payable                   $40,066                           $110,125
Accrued Expenses                    74,478                             41,132
Customer Deposits                   75,132                             90,666
                                  --------                            -------
Total Current Liabilities          189,676                            241,923

Total Liabilities                  189,676                            241,923
                                  --------                            -------

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 Ca           1,249,412                          1,249,412

Accumulated Deficit               (61,226)                           (48,767)
                                ---------                           --------
Total Equity                    1,191,831                          1,204,290
                                ---------                           ---------
Total Liabilities and
 Stockholders' Equity         $ 1,381,507                          1,446,213
                              ===========                          =========
See Accountants' Report and Accompanying Footnotes.



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


                                     2002               2001              2000
                                 ---------------------------------------------
Revenues                       $2,054,922         $2,029,614         2,331,934

Cost of Goods                   1,478,549          1,527,261         1,663,735
                                ---------          ---------         ---------
Gross                             576,373            502,353           768,200
                                ---------          ---------         ---------
General and Administrative
Expense                           600,550            531,181           500,791

Income (Loss) Before Other
Income (Expenses) and
Provision for Income Taxes        (24,177)           (28,828)          167,409
                                  -------             ------           -------
Other Income (Expenses)

Interest Income  (Net)             12,575             29,202            17,942
                                   ------             ------            ------


Total Other Income
(Expenses)                         12,575             29,202            17,942
                                   ------             ------            ------
Income (Loss) Before Provision
for Income Taxes                  (11,602)               374           183,351

Provision for Income Taxes
Current                             2,400               (800)          (23,994)

Deferred                           (3,257)             - 0 -           (54,000)
Total                                (857)              (800)          (77,994)

Net Income (Loss)               $ (12,459)           $(  426)          105,357
                                    ------              ------          ------
Earnings (Loss) Per Share            $0.00          $   0.00          $   0.03
                                    ------             -----           ---m---
Weighted Average Number
of Shares Outstanding            3,644,800         3,644,800         3,644,800
                                 =========         =========         =========

                See Accountants' Report and Accompanying Footnotes


           PROCESS EQUIPMENT, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended April 30, 2002, 2001 and 2000


                                         2002          2001               2000
                                      ----------------------------------------
Cash Flow from Operational Activities:

Net Income (Loss)                   $ (12,459)    ($     426)         $105,357
Adjustments to Reconcile
Net Income to Net Cash Used
for Operating Activities:
Depreciation and Amortization          19,178         16,029             7,201
Changes in Assets and Liabilities
  (Increase) Decrease in Accounts
  Receivable                           81,833        118,105          (56,263)
  (Increase) Decrease in Inventory     22,781        (36,190)         (13,663)
  (Increase) Decrease in Prepaid
  Expenses                             15,287        (14,287)         (13,382)

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

  Decrease in Deferred Tax Asset           58          - 0 -           57,000
  Increase (Decrease) in Accounts
  Payable and Accrued Expenses        (36,714)      (108,212)         (72,447)
  Increase (Decrease) in Customer
  Deposits                            (15,534)        72,693            9,053
                                      --------        ------         --------
Net Cash from Operational Activities   64,830         47,712           22,856

Cash Flow from Investing Activities:
Acquisition of Fixed Assets             - 0-           - 0 -           (9,745)
                                     -------         -------           ------
Net Increase  in Cash                 64,830          47,712           13,111

Cash - Beginning                     424,417         376,705          363,594
                                     -------         -------          -------
Cash - Ending                       $489,247       $ 424,417         $376,705
                                    ========        ========         ========
                      See Accountants' Report and Accompanying Footnotes



                  PROCESS EQUIPMENT, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            For the Years Ended April 30, 2002, 2001 and 2000



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

Balance April 30, 1999   3,644,800        $3,645       $1,249,412  $ (153,698)

Net Income                   - 0 -         - 0 -           - 0 -      105,357

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)
                         =========        ======       ==========  ===========

  See Accountants' Report and Accompanying Footnotes


             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

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

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

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

Income Taxes
The Company has elected to be taxed under Subchapter C of the Internal
Revenue Code.  For income tax purposes, depreciation is computed using
the accelerated cost recovery method and the modified accelerated cost
recovery system.  The Company has federal net operating loss carry
forwards, of approximately $38,000 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, 2002, 2001, AND 2000

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, 2002, 2001 and 2000 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
and fully diluted earnings per share are exactly equal to primary (or
basic) earnings per share.

Customer Deposits and Revenue Recognition
The Company collects deposits from various customers for custom designed
equipment and for certain large orders.  The deposits are collected
while the equipment is being designed and manufactured and are shown as
a liability when collected.  As is the case for other more common and
straightforward transactions, these customer deposit funds are
recognized as revenue when the equipment is completed and title is
transferred to the buyer (or to the buyer indirectly via common
carrier). In certain 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

      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)

concerning the type and value of the product, and the identity and
requirements of the purchaser, to establish reserve accounts adequate to
offset the potential for any additional expenditures which may be
required. Generally, these reserve accounts are of the same dollar
amount as the "retention" fraction. Therefore, effectively, "retention"
amounts are recognized as revenue upon collection of the "retention"
funds.

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 impairment
indicators arise) for impairment.  Separable intangible assets that are
not deemed to have indefinite lives will continue to be amortized over
their useful lives

	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)

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

                                    2002                    2001
                                --------------------------------
Transportation Equipment        $ 28,225                 $28,225
Office Equipment                  37,391                  37,391
Shop Equipment                    35,261                  35,261
Leasehold Improvements            35,894                  35,894
                             -----------            ------------
Total                            136,771                 136,771
Less:  Accumulated Depreciation  117,490                  98,312
                               ---------            ------------
Net Fixed Assets                $ 19,281               $  38,459
                                ========               =========
The depreciation expense for the years ended April 30, 2002, April 30,  2001
and April 30, 2000 was $19,178,  $16,029 and $7,201, respectively.

NOTE 3 - INVENTORY

Inventory consists of the following:
Parts Inventory                $ 613,660
Finished Goods Inventory           9,930

                               ---------
                               $ 623,590
                               =========

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 $ 85,503 and $ 88,492 years ended April 30,
 2002 and 2001, respectively.

Future Minimum Lease Payments
Future minimum lease payments for operating lease at April 30, 2002 are:

     Years Ending                                    Operating
     April 30                                            Lease

     2003                                              $88,492
     2004                                              $29,497
                                                      --------
     Total Minimum Payments                           $117,989
                                                      ========

NOTE 5- CERTAIN TRANSACTIONS WITH MANAGEMENT

A shareholder and officer of the company has received compensation of $65,000,
$65,000 and $33,000 during the fiscal years ended April 30, 2002, 2001 and
2000, respectively.

NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION


Year ended April 30,                 2002              2001              2000
                              -----------------------------------------------
Taxes Paid                         $2,400           $   800           $17,362

Interest Paid                  $        0           $   478            $  172


                               PART III

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                 43                  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                43               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, 2000, 2001 & 2002 Mr.
  Cortessis received the following salaries.

  Summary of Compensation Table


Name and Principal                   2002           2001           2000
Position                           Salary           Salary         Salary


George P. Cortessis               $65,000          $65,000        $33,000
     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 10% of the officer's salary for any
year shown above.






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.


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.

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 13,  2002


  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 13, 2002
Title: Secretary, Treasurer and Director

  (Principle Accounting and Financial Officer)