UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB

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

For the Quarterly Period Ended May 31, 1997

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

For the Transition Period From ____ to ____

Commission file number 0-27928

NICOLLET PROCESS ENGINEERING, INC.
(Exact name of small business issuer as specified in its charter)

Minnesota 41-1528120
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

420 North Fifth Street, Ford Centre, Suite 1040
Minneapolis, MN 55401
-------------------------------------------
(Address of principal executive offices)

(612) 339-7958
-------------------------------
(Issuer's telephone number)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

The number of shares of common stock, no par value, outstanding as of July 10,
1997 was 3,368,527.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NICOLLET PROCESS ENGINEERING, INC.

Balance Sheets
May 31, 1997 (Unaudited) and August 31, 1996

May 31, August 31,
ASSETS 1997 1996
- ------ ----------- -----------
(unaudited) (Note)

Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . $ 90,350 $ 1,198,399
Short term investments . . . . . . . . . . . . . . -- 973,224
Net receivables. . . . . . . . . . . . . . . . . . 644,724 284,197
Inventories. . . . . . . . . . . . . . . . . . . . 210,669 332,074
Prepaid expenses and other assets. . . . . . . . . 61,264 23,655
---------- ----------
Total current assets. . . . . . . . . . . . . 1,007,007 2,811,549
Property and equipment:
Computer equipment . . . . . . . . . . . . . . . . 444,106 412,274
Furnishings and equipment. . . . . . . . . . . . . 133,188 121,752
Leasehold improvements . . . . . . . . . . . . . . 70,211 70,211
---------- ----------
647,435 604,237
Less: accumulated depreciation. . . . . . . . . . (354,125) (289,619)
---------- ----------
293,310 314,618

Other assets:
License agreement. . . . . . . . . . . . . . . . . 60,450 94,453
Software development costs . . . . . . . . . . . . 568,626 305,384
Other assets . . . . . . . . . . . . . . . . . . . 16,272 53,131
Capital projects in process. . . . . . . . . . . . 182,150 --
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . $ 2,127,815 $ 3,579,135
---------- ----------
---------- ----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Notes payable -- current portion . . . . . . . . . $ 49,655 $ 49,655
Accounts payable . . . . . . . . . . . . . . . . . 348,332 268,332
Accrued payroll liabilities. . . . . . . . . . . . 50,221 29,292
Current portion of capitalized lease obligation. . 1,403 5,343
Accrued liabilities. . . . . . . . . . . . . . . . 5,096 136,778
---------- ----------
Total current liabilities. . . . . . . . . . . . 454,707 489,400

Long term notes. . . . . . . . . . . . . . . . . . . 35,321 73,056
Capitalized lease obligation . . . . . . . . . . . . 7,496 7,802
Deferred rent. . . . . . . . . . . . . . . . . . . . 8,155 12,793
Stockholders' equity (deficit):
Common stock, no par value:
Authorized shares -- 5,000,000; issued and
outstanding shares 3,272,923 at August 31,
1996 and 3,368,527 at May 31, 1997. . . . . . 7,616,667 7,675,841

Accumulated deficit. . . . . . . . . . . . . . . . (5,993,031) (4,675,257)
--------- ----------
1,623,636 3,000,584
Less stock subscriptions receivable. . . . . . . . (1,500) (4,500)
--------- ----------
Total stockholders' equity (deficit) . . . . . . . . 1,622,136 2,996,084
--------- ----------
Total liabilities and stockholders' equity . . . . . $ 2,127,815 $ 3,579,135
---------- ----------
---------- ----------

Note: The balance sheet as of August 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles.

See accompanying notes to financial statements.

NICOLLET PROCESS ENGINEERING, INC.
Statements of Operations
For the Three Months and Nine Months Ended May 31, 1997 and 1996
(Unaudited)

Three Months Ended Nine Months Ended
------------------ -----------------
May 31, 1997 May 31, 1996 May 31, 1997 May 31, 1996
----------- ------------ ------------ ------------

Net sales. . . . . . . . . . . . . . . $683,025 $284,239 $1,797,679 $1,757,475
Cost of sales. . . . . . . . . . . . . 396,123 327,141 1,082,752 1,428,497
---------- ---------- ------------ ------------
Gross Margin . . . . . . . . . . . . 286,902 (42,902) 714,927 328,978

Operating expenses:
Selling expenses . . . . . . . . . 299,703 172,644 929,719 548,432
Research and development
expenses . . . . . . . . . . . . 207,034 127,157 427,395 284,228
General and administrative
expenses . . . . . . . . . . . . 281,651 240,022 712,669 555,825
---------- ---------- ------------ ------------
Total operating expenses. . . . 788,388 539,823 2,069,783 1,388,485
---------- ---------- ------------ ------------

Operating loss . . . . . . . . . . . . (501,486) (582,725) (1,354,856) (1,059,507)
Other income/expenses
Interest expense . . . . . . . . . 2,730 43,570 7,011 103,974
Interest income. . . . . . . . . . (4,628) (29,581) (43,329) (30,706)
Total other
income/expenses . . . . . . (759) -- (759) --
---------- ---------- ------------ ------------
(2,657) 13,989 (37,077) 73,268
---------- ---------- ------------ ------------
Net loss . . . . . . . . . . . . . . . ($498,829) ($596,714) ($1,317,779) ($1,132,775)
---------- ---------- ------------ ------------
---------- ---------- ------------ ------------

Net loss per share . . . . . . . . . . (0.15) (0.21) (0.40) (0.49)

Weighted average number of
shares outstanding . . . . . . . . 3,324,879 2,899,283 3,317,008 2,329,980

See accompanying notes to financial statements.

NICOLLET PROCESS ENGINEERING, INC.
Statements of Cash Flows
For the Nine Months Ended May 31, 1997 and 1996
(Unaudited)

Nine Months Ended
-----------------
May 31, 1997 May 31, 1996
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . . ($1,317,779) ($1,132,775)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation/amortization. . . . . . . . . . . . . 208,165 45,900
Accounts receivable . . . . . . . . . . . . . . (360,527) 78,646
Inventories . . . . . . . . . . . . . . . . . . 121,407 12,113
Prepaid expenses. . . . . . . . . . . . . . . . (37,610) (20,454)
Accounts payable. . . . . . . . . . . . . . . . 80,000 (577,907)
Other current liabilities . . . . . . . . . . . 21,789 --
Accrued liabilities . . . . . . . . . . . . . . (82,885) (92,631)
----------- ----------

Net cash used in operating activities. . . . . . . . . (1,367,440) (1,687,108)

CASH FLOWS FROM INVESTING ACTIVITIES
Total fixed assets . . . . . . . . . . . . . . . . . . (43,199) (26,602)
Other assets . . . . . . . . . . . . . . . . . . . . . (367,161) (136,984)
Capital-in-process . . . . . . . . . . . . . . . . . . (151,027) (65,842)
----------- ----------

Net cash used in investing activities. . . . . . . . . (561,387) (229,428)

CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Proceeds from:
Common stock . . . . . . . . . . . . . . . . . . . . (59,174) (5,294,644)
Stock subscription received. . . . . . . . . . . . . 3,000 --
Notes payable. . . . . . . . . . . . . . . . . . . . (87,390) (505,760)
Deferred lease obligation. . . . . . . . . . . . . . (4,638) (4,798)
Capitalized lease obligation . . . . . . . . . . . . (4,245) (3,630)
----------- ----------

Net cash (used in)/from financing activities . . . . . (152,447) 4,780,456
----------- ----------

Net increase (decrease) in cash. . . . . . . . . . . . ($2,081,273) $2,863,920
----------- ----------
----------- ----------

Cash at beginning of period. . . . . . . . . . . . . . (2,171,623) (5,274)

Cash at end of period. . . . . . . . . . . . . . . . . 90,350 2,869,194

See accompanying notes to financial statements.

NICOLLET PROCESS ENGINEERING, INC.

Form 10-QSB

May 31, 1997

Notes to Financial Statements

1. BASIS OF PRESENTATION

The unaudited interim financial statements have been prepared by the
Company in accordance with generally accepted accounting principles,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements have been omitted or condensed
pursuant to such rules and regulations. The information furnished
reflects, in the opinion of the management of the Company, all adjustments
(of only a normally recurring nature) necessary to present a fair statement
of the results for the interim periods presented. Operating results for
the three and nine month periods ended May 31, 1997 are not necessarily
indicative of the results that may be expected for the year ended August
31, 1997. The accompanying unaudited interim financial statements should
be read in conjunction with the financial statements and related notes
included in the Company's Annual Report on Form 10-KSB dated August 31,
1996.

2. NET INCOME (LOSS) PER SHARE

Net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average number of shares of common stock
outstanding during the period.

3. INITIAL PUBLIC OFFERING

On March 19, 1996, the Company completed an initial public offering of
1,000,000 shares of newly issued common stock which raised $3,639,000 net
of expenses. On May 6, 1996, the overallotment was exercised for 171,215
additional shares which raised $688,000. The price per share was $4.625.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

THIS FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. FOR THIS
PURPOSE, ANY STATEMENTS CONTAINED IN THIS FORM 10-QSB THAT ARE NOT STATEMENTS OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT
LIMITING THE FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE,"
"ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS
THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY
OF FACTORS, INCLUDING THOSE DESCRIBED UNDER THE CAPTION "IMPORTANT FACTORS TO
CONSIDER" CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDING AUGUST 31, 1996.

OVERVIEW

Nicollet Process Engineering, Inc.'s ("NPE" or the "Company") mission is to
assist customers in turning factory floor information into a cost-saving tool
for its customers. NPE is focused on the information technology requirements of
manufacturers for better managing production processes and supporting management
decision support systems. NPE designs, manufactures, markets and supports high
speed data acquisition systems that bring a range of solutions to solve process
automation problems, including process visualization, machine and process
control and real-time database management products. The Company currently
focuses on the die casting and plastics industries with industry specific
process monitoring and control systems, client/server software and a machine
diagnostic instrument.

The Company has developed a "turn-key" manufacturing information and
process control system for the die casting industry ("Process Vision") which, on
a real-time basis, monitors, collects and displays machine performance data,
monitors process performance continuously against pre-set values, provides
feedback to the machine's controller to bring out-of-tolerance performance back
into conformance, and aggregates data for real-time presentation of process
reports for use by the machine operator. As part of its product offering to the
die casting industry, the Company has also developed client/server software (the
"Client/Server Software," which together with Process Vision is referred to as
the "Die Casting Products") which provides access to factory floor data stored
in file servers and distributes that data, on a real-time basis, to all levels
of an organization in either preprogrammed report formats or on a user defined
basis.

The Company has developed a line of products for the plastics injection
molding industry that provides process and production monitoring to all levels
of an organization. The Company's plastics monitoring product, like Process
Vision, is also a "turn-key" manufacturing information system (the "Plastics
Monitoring System"). The Plastics Monitoring System, on a real-time basis,
monitors, collects and displays machine performance data, monitors process
performance continuously against pre-set values and provides the information
collected and analyzed to all levels of an organization, on a real-time basis.
The Company's production monitoring and reporting system (the "PMRS"),
introduced in the third quarter of fiscal 1997, collects production information,
such as cycle time and number of parts manufactured, from machines at the
factory floor level and provides specific production reports to the machine
operator or, at the customer's option, to all levels of the organization.
Recently, in conjunction with and at the request of several original equipment
manufacturers, the Company has developed a modified version of the Plastics
Monitoring System, the "Direct Connect," that offers a direct connection to the
controller of the machine, thereby eliminating the need for specialized computer
hardware at the machine. The Direct Connect, together with the Plastics
Monitoring System and PMRS are collectively referred to as the "Plastics
Products."

The Company's third product line, the Machine Capability Analyzer (the
"MCA"), is a portable, troubleshooting instrument that tests the functioning of
a manufacturing machine for inconsistencies in operation. This product, while
sold to companies in the die casting and plastic injection molding industry,

is not industry specific. The Die Casting Products and the Plastics Products
are collectively referred to herein as the "NPE System," which together with the
MCA is referred to as the "NPE Products."

Since inception, NPE's strategy has been to develop industry-specific
monitoring and control systems to better control the production process and to
provide information access to all levels of management throughout an enterprise.
In 1985, the Company began developing its first product, a process monitoring
and control system for the die casting industry, and ultimately generated its
first sale in 1987. In 1988, the Company introduced an early version of its
networking and client/server level software product. This product, made for the
die casting industry, connected various machines on the factory floor and
provided information from those machines to the client/server. After
introduction of the Company's hardware and software products into the die
casting industry, the Company began exploring expansion into other industries
and began development work for products in the plastic injection molding
industry. In 1994, the Company introduced a Windows-TM- based version of its
product for the plastic injection molding industry. This product provides man
machine interfaces and on-machine process capabilities and plant-wide data
acquisition and dissemination capabilities. During 1995, the Company introduced
Windows-TM- based versions of its products into the die casting industry. In
1995, the Company also developed its client/server software product for the
plastic injection molding industry. The first sale of the die casting
client/server product occurred in late 1995. In the second quarter of the
Company's fiscal year ending August 31, 1997, the Company completed development
of the Windows-TM- 3.0 version for the plastics systems and had its first sale
of the new system in the third quarter of fiscal 1997. During the third quarter
of fiscal 1997, the Company also introduced and sold the first generation of
PMRS.

The MCA was developed in 1994 with the assistance of Minnesota Mining &
Mfg. Co. ("3M") of Saint Paul, Minnesota. NPE developed the specifications of
the MCA and utilized 3M for refinement of the product. 3M also provided
laboratory and testing equipment for refinement and testing of the MCA. The
Company owns all of the rights to the MCA and is under no obligation to pay
royalties or other monies to 3M in connection with the development of the MCA.
Other than its relationship as a customer, 3M has no relationship with the
Company.

RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDING MAY 31, 1997
COMPARED TO THREE MONTHS AND NINE MONTHS ENDING MAY 31, 1996

NET SALES. Net sales increased 140% to approximately $683,000 in the three
months ended May 31, 1997, compared to approximately $284,000 in the three
months ended May 31, 1996. Net sales increased 2% to approximately $1.798
million in the nine months ended May 31, 1997, compared to approximately $1.756
million in the nine months ended May 31, 1996. The increase in the net sales
for the third quarter of fiscal 1997 was due to increased sales for Process
Vision and the MCA. The increase in net sales for the nine month period ending
May 31, 1997 was due to increased sales of Process Vision and MCAs, partially
offset by lower sales of the Plastics Monitoring System attributable to the
delay in launching the new version 3.0 Windows-TM- product.

GROSS MARGINS. The gross margin increased to 42% of revenues in the three
months ending May 31, 1997, compared to 15% of revenues in the prior year
period. The gross margin increased to 40% of revenues in the nine months ending
May 31, 1997, compared to 19% of revenues in the prior year period. The increase
in both the three month and nine month period ending May 31, 1997 was due to
cost reduction programs for the Company's Die Casting Products and a new pricing
structure, initiated in the customer service and support center. The Company
now separately charges for service and support.

SALES AND MARKETING EXPENSES. Sales and marketing expenses increased 74% to
approximately $300,000 in the three months ended May 31, 1997, compared to
approximately $173,000 in the prior year

period. Sales and marketing expenses increased 70% to approximately $930,000 in
the nine months ended May 31, 1997, compared to approximately $548,000 in the
prior year period. This increase in both the three months and nine months
ending May 31, 1997 was due to additions to the sales force during the third and
fourth quarters of fiscal 1996, restructuring of the sales and customer service
divisions and increased trade show expenses, advertising and travel associated
with the June National Plastics Expo. Commission expenses for the nine months
ended May 31, 1997 increased due to the increased sales volume.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 63% to approximately $207,000 in the three months ended May 31, 1997,
compared to approximately $127,000 in the prior year period. Research and
development expenses increased 50% to approximately $427,000 in the nine months
ended May 31, 1997, compared to approximately $284,000 in the prior year period.
This increase, in both the three month and nine month periods ending May 31,
1997, was due to additions to the technical staff during the second quarter of
1997. For the nine months ending May 31, 1997, the Company capitalized
approximately $405,000 in software development costs relating to development of
the Client/Server Software for the die casting industry and certain portions of
version 3.0 of the Plastics Monitoring System.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 17% to approximately $282,000 in the three months ended May 31, 1997,
compared to approximately $240,000 in the prior year. General and
administrative expenses increased 28% to approximately $713,000 in the nine
months ended May 31, 1997, compared to approximately $556,000 in the prior year.
This increase, in both the three month and nine month period ending May 31,
1997, was due to an increase in legal and accounting fees relating to the
Company's public company obligations.

INTEREST INCOME. Interest income was approximately $4,000 in the three
months ended May 31, 1997 and approximately $43,000 for the nine months ended
May 31, 1997, compared to $30,000 for the three and nine months ending May 31,
1996. This increase in the nine months ending May 31, 1997, was due to earnings
from investments on funds from the initial public offering ("IPO") the Company
completed on March 19, 1996. The decrease for the three month period is due to
a reduction in investments.

INTEREST EXPENSE. Interest expense decreased to approximately $3,000 in
the three months ended May 31, 1997, compared to approximately $44,000 in the
prior year period. Interest expense decreased to approximately $7,000 in the
nine months ended May 31, 1997, compared to approximately $104,000 in the prior
year period. This decrease, in both the three months and nine months ending May
31, 1997, was due to a reduction in outstanding debt as a result of the payoff
of all outstanding loans and obligations from the proceeds of the IPO.

NET LOSS. The net loss for the three months ended May 31, 1997 was
approximately $499,000 or $0.15 per share, compared to a net loss of
approximately $597,000 or $0.21 per share for the three months ended May 31,
1996. The net loss for the nine months ended May 31, 1997 was approximately
$1.3 million or $0.40 per share, compared to a net loss of approximately $1.1
million or $0.49 per share for the nine months ended May 31, 1996. The decrease
in the net loss for the three months ending May 31, 1997, is due primarily to an
increase in net sales. The increase in the net loss for the nine months ending
May 31, 1997 is due primarily to increased sales and marketing expenses.

LIQUIDITY AND CAPITAL RESOURCES

In March 1996, the Company completed an initial public offering of
1,000,000 shares of common stock. In May 1996, the underwriter exercised its
overallotment option to purchase an additional 171,215 shares of common stock.
The net proceeds to the Company from the public offering was approximately $4.3
million. The Company's common stock is quoted on the Nasdaq SmallCap Market
under the symbol "NPET."

In May 1997, the Company entered into two bank lines of credit with Norwest
Business Credit, Inc. and Norwest Bank Minnesota, National Association for an
aggregate of up to $800,000 in borrowings (the "Credit Facilities"). The Credit
Facilities are discretionary and have a term of one year. Credit availability
under these facilities are based on accounts receivable of the Company's United
States operations and accounts receivable and inventories of the Company's
international operations. The Credit Facilities are used primarily to finance
working capital. As of June 30, 1997, the Company borrowed approximately
$15,000 under the Credit Facilities.

In the three and nine months ending May 31, 1997, the Company's operating
activities used cash of approximately $343,000 and $1.4 million, respectively.
Increases in accounts receivable were partially offset by increases in accounts
payable and accrued expenses.

Net cash used in operating activities was approximately $1.4 million and
$1.7 million in the nine months ended May 31, 1997 and May 31, 1996,
respectively. The cash used was primarily related to operations.

Net cash used in investing activities was approximately $561,000 and
$229,000 in the nine months ended May 31, 1997 and May 31, 1996, respectively.

Net cash used by financing activities was approximately ($152,000) in the
nine months ended May 31, 1997, and net cash provided by financing activities
was approximately $4.8 million in the nine months ended May 31, 1996. The net
cash used by financing activities in the nine months ended May 31, 1997 was
primarily the result of the exercise of a put option for $60,000 by an
optionholder of the Company.

The Company anticipates capital expenditures of approximately $25,000
through fiscal 1997 for use in purchasing trade show and booth equipment.

The Company believes that sufficient liquidity is available through
operations and the Credit Facilities to satisfy its working capital needs at
least through August 31, 1997.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material pending legal, governmental, administrative or other
proceedings to which the Company is a party or of which any of its property is
subject.

ITEM 2. CHANGES IN SECURITIES.

On March 31, 1997, the Company issued an aggregate of 22,222 shares (the
"Shares") of common stock, no par value (the "Common Stock") and options to
purchase an aggregate of 100,000 shares (the "Options") of Common Stock to Tiger
Financial Group, LLC ("Tiger") for services to be performed under a Consulting
Agreement dated March 31, 1997 by and between Tiger and the Company (the
"Consulting Agreement"), a copy of which is filed as Exhibit 10.1 to this Form
10-QSB. The Options were issued pursuant to a Purchase Option dated March 31,
1997 issued by the Company in favor of Tiger, a copy of which is filed as
Exhibit 4.1 to this Form 10-QSB (the "Option Agreement"). The Options are
initially exercisable as to (i) 25,000 shares at an exercise price of $1.25 per
share; (ii) 50,000 shares at an exercise price of $2.00 per share and (iii)
25,000 shares at an exercise price of $2.50 per share. The Options vest in
25,000 increments on each of June 30, 1997, September 30, 1997, December 31,
1997 and March 31, 1997. The Options remain exercisable, to the extent the
Consulting Agreement is still in effect, until March 31, 2007. In the event
that the Consulting Agreement is terminated for any reason, any Option shares
that

are not exercisable as of the date of termination of the Consulting Agreement
(the "Termination Date") will terminate and be of no further force and effect.
Except as otherwise provided in the Option Agreement, the Option shares that are
exercisable as of the Termination Date will remain exercisable until March 31,
2007. Both the shares of Common Stock issuable upon exercise of the Options and
the Shares have certain demand and piggy back registration rights.

The Shares and the Options were sold in reliance on Section 4(2) of the
Securities Act of 1933, as amended (the "Act") for a transaction not involving a
public offering, and Regulation D of the Rules and Regulation of the Securities
Exchange Commission. With regard to the reliance by the Company upon the
exemption from registration provided under Section 4(2) of the Act and
Regulation D, certain inquiries were made by the Company and certain
representations were obtained from Tiger to establish that such sale was
qualified for such exemption from the registration requirements. In particular,
the Company confirmed that (i) the offer and sale were made by personal contact
from officers or directors of the Company, (ii) Tiger made representations that
it was sophisticated in relation to the investment (and the Company has no
reason to believe such representation is incorrect), (iii) Tiger gave assurance
of investment intent and the certificates for the Shares and the Options bear a
legend accordingly, and (iv) the offer and sale was made only to Tiger. No
underwriter was involved in the offer and sale of the Shares or the Options.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

EXHIBIT
NUMBER DESCRIPTION
------ -----------

4.1 Purchase Option for the purchase of 100,000 shares of
Common Stock of the Company dated as of March 31, 1997,
issued to Tiger Financial Group, LLC

10.1 Consulting Agreement dated as of March 31, 1997 by and
between Tiger Financial Group, LLC and the Company

10.2 Credit and Security Agreement dated as of May 28, 1997
by and between Norwest Business Credit, Inc. and the
Company

10.3 Credit and Security Agreement dated as of May 28, 1997
by and between Norwest Bank Minnesota, National
Association and the Company

27.1 Financial Data Schedule

(b) Reports on Form 8-K.

No reports were filed on Form 8-K during the quarter ending May 31,
1997.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

NICOLLET PROCESS ENGINEERING, INC.

Dated: July 14, 1997 By: /s/ Robert A. Pitner
----------------------------------------
Robert A. Pitner
President, Chief Executive Officer and Chief
Financial Officer (principal executive
officer and principal financial officer)

By: /s/ John Sandberg
-------------------------------------------
John Sandberg
Controller (principal accounting officer)

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION LOCATION

4.1 Purchase Option for the purchase of 100,000
dated shares of Common Stock of the Company
as of March 31, 1997, issued to Tiger Financial
Group, LLC. . . . . . . . . . . . . . . . . . . Filed electronically

10.1 Consulting Agreement dated as of March 31, 1997
by and between Tiger Financial Group, LLC and
the Company. . . . . . . . . . . . . . . . . . Filed electronically

10.2 Credit and Security Agreement dated as of May
28, 1997 by and between Norwest Business
Credit, Inc. and the Company. . . . . . . . . . Filed electronically

10.3 Credit and Security Agreement dated as of May
28, 1997 by and between Norwest Bank Minnesota,
National Association and the Company. . . . . . Filed electronically

27.1 Financial Data Schedule. . . . . . . . . . . . Filed electronically