Form 12b-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
      SEC FILE NUMBER 000-18980

NOTIFICATION OF LATE FILING
 Form 10-Q
 Form N-SAR
For Period Ended: January 31, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[x] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

      Read Instruction (on back page) Before Preparing Form. Please
Print or Type.
      Nothing in this form shall be construed to imply that the
Commission has verified any information contained herin.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

      PART I -- REGISTRANT INFORMATION

      Full Name of Registrant
      Process Engineers, Inc
      Former Name if Applicable

      Address of Principal Executive Office (Street and Number)
      26569 Corporate Avenue
      City, State and Zip Code
      Hayward, CA  94545
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)

(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.

PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be
filed within the prescribed time period.

The company's auditors have requested for additional time to
review our financials

PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard
to this
notification



      (Name) Inna Reznikov
      (Area Code) 510
      (Telephone Number) 682-9592

(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
Yes


(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof? No

If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.




(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date 03/17/03 By George Cortessis
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on
behalf of the registrant shall be filed with the form.
ATTENTION
      Intentional misstatements or omissions of fact constitute
Federal Criminal

      Violations (See 18 U.S.C. 1001).

General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange
Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act.
The information contained in or filed with the form will be made
a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class
of securities of the registrant is registered.
3. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amended notification.
4. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed
due to difficulties in electronic filing should comply with either
Rule 201 or Rule 202 of Regulation S-T (232.201 or 232.202 of
this chapter) or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T (232.13(b) of this Chapter).