================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM 10-K

                            ------------------------

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


     For the fiscal year ended July 31, 2002 Commission File Number 0-26230


                         WESTERN POWER & EQUIPMENT CORP.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                            91-1688446
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

  6407-B N.E. 117TH AVE, VANCOUVER, WA                            98662
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (360) 253-2346

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 of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]

     As of November 12, 2002: (a) 4,003,162 shares of Common Stock, $.001 par
value, of the registrant (the "Common Stock") were outstanding; (b) 2,180,578
shares of Common Stock were held by non-affiliates ; and (c) the aggregate
market value of the Common Stock held by non-affiliates was $261,669.36 based on
the closing sale price of $0.12 per share on November 12, 2002.

     Portions of the Registrant's Proxy Statement to be filed in connection with
its Annual Meeting of Shareholders are incorporated by reference in Part III.
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<PAGE>

                                     PART I

ITEM 1. BUSINESS

General

     Western Power & Equipment Corp., a Delaware corporation (the "Company"), is
engaged in the sale, rental, and servicing of light, medium-sized, and heavy
construction, agricultural, and industrial equipment, parts, and related
products which are manufactured by Case Corporation ("Case") and certain other
manufacturers. The Company believes, based upon the number of locations owned
and operated, that it is one of the largest independent dealers of Case
construction equipment in the United States. Products sold, rented, and serviced
by the Company include backhoes, excavators, crawler dozers, skid steer loaders,
forklifts, compactors, log loaders, trenchers, street sweepers, sewer vacuums,
and mobile highway signs.

     The Company operates out of facilities located in the states of Washington,
Oregon, Nevada, California, and Alaska. The equipment distributed by the Company
is furnished to contractors, governmental agencies, and other customers,
primarily for use in the construction of residential and commercial buildings,
roads, levees, dams, underground power projects, forestry projects, municipal
construction, and other projects.

     The Company's strategy had focused on acquiring additional existing
distributorships and rental operations, opening new locations as market
conditions warrant, and increasing sales at its existing locations. In such
connection, it had sought to operate additional Case or other equipment retail
distributorships, and sell, lease, and service additional lines of construction
equipment and related products not manufactured by Case. For the past three
years, the Company has concentrated on consolidating or closing its stores to
improve operating efficiency and profitability. See "Business Strategy."

HISTORY AND ACQUISITIONS

     The Company commenced business in November 1992 with the acquisition from
Case of seven retail distribution facilities located in Oregon and Washington.
The Company became a subsidiary of American United Global, Inc. ("AUGI"),
simultaneous with such acquisition. AUGI holds 36 percent of the outstanding
shares of the Company as of July 31, 2002.

     In September 1994 and February 1996, in two different transactions, the
Company acquired from Case four retail construction equipment stores located in
California and Nevada. In addition, in June 1996 and January 1997, the Company
made two additional acquisitions of distributorships of predominantly
non-competing lines of equipment, with locations in California, Oregon,
Washington, and Alaska. From fiscal 1993 through fiscal 1997, the Company also
opened nine new stores in the states served by the acquired stores, ending
fiscal year 1997 with 23 stores.

     In fiscal 1998, the Company acquired four additional facilities through
acquisition, located in California and Alaska. The pre-existing Alaska facility
was discontinued as it was combined with the acquired Alaska facility. In
addition, in fiscal 1998 the Company opened one new store in Washington. On
December 11, 1997, the Company acquired substantially all of the operating
assets used by Case in connection with its business of servicing and
distributing Case agricultural equipment at a facility located in Yuba City,
California.

     On April 30, 1998, the Company acquired substantially all of the operating
assets of Yukon Equipment, Inc. (Yukon) in connection with Yukon's business of
servicing and distributing construction, industrial, and agricultural equipment
in Alaska. Yukon has facilities in Anchorage, Fairbanks, and Juneau, Alaska.

     In fiscal 1999, the Company closed three of its smaller facilities and
began servicing the territories served by these small stores by larger
facilities in the region.

     The Company consolidated four facilities in the first quarter of fiscal
2000 into larger stores in each region. One branch office in Washington was sold
during the third quarter while two temporary locations were established in
Southern

                                        2
<PAGE>

California. The closures are intended to increase efficiencies and reduce costs.
The two branches in California were established in an effort to assist Case
Corporation in a dealership transition for Southern California. The Company
consolidated one branch in Washington during the first quarter of fiscal 2001
and sold the two branches in Southern California in the third quarter of fiscal
2001.

     During fiscal 2002, the Company closed/sold 3 branches. There were 15
branches as of the end of fiscal year 2002.

BUSINESS STRATEGY

     The Company's strategy is to streamline the Company's structure and close
or consolidate stores and operations to increase efficiency and profitability.
The Company is concentrating its efforts on making all of its ongoing operations
profitable and in capitalizing on its existing operations' strengths to restore
profitability. The Company has selectively pared down its product offerings to
reduce inventory carrying costs and to improve turnover in the remaining product
lines that it offers.

     The Company's business strategy includes efforts to expand sales at its
existing locations. The Company will continue to seek to improve its product
line and generate incremental sales increases by adding equipment and parts
produced by manufacturers other than Case, where appropriate. The Company will
also seek to increase sales of parts and service--both of which have
considerably higher margins than equipment sales. This increase will be
accomplished through targeted sales efforts to parts and service customers and
the continued diversification of our parts product lines and the servicing of
equipment produced by manufacturers other than Case, where appropriate. The
Company plans to continue emphasis of its fleet of rental equipment. As the cost
of purchasing equipment escalates, short and long-term rental will become
increasingly attractive to the Company's customers.

     The Company's business strategy had previously focused on acquiring
additional existing distributorships and rental operations, opening new
locations, and increasing sales at its existing locations. The Company reduced
its acquisition activity in fiscal years 1999 through 2002 due to market
conditions. When market conditions improve and opportunities arise, the Company
intends to make strategic acquisitions of other authorized Case construction
equipment retail dealers located in established or growing markets, as well as
dealers or distributors of construction, industrial, or agricultural equipment,
and related parts, manufactured by companies other than Case. In addition to
acquisitions, in the future the Company may open new retail outlets as
opportunities and conditions permit. The strategy in opening additional retail
outlets has been to test market areas by placing sales, parts, and service
personnel in the target market. If the results are favorable, a retail outlet is
opened with its own inventory of equipment. This approach reduces both the
business risk and the cost of market development.

PRODUCTS

CASE CONSTRUCTION EQUIPMENT.

     The construction equipment (the "Equipment") sold, rented, and serviced by
the Company generally consists of: backhoes (used to dig large, wide and deep
trenches); excavators (used to dig deeply for the construction of foundations,
basements, and other projects); log loaders (used to cut, process and load
logs); crawler dozers (bulldozers used for earth moving, leveling and shallower
digging than excavators); wheel loaders (used for loading trucks and other
carriers with excavated dirt, gravel and rock); roller compactors (used to
compact roads and other surfaces); trenchers (a smaller machine that digs
trenches for sewer lines, electrical power and other utility pipes and wires);
forklifts (used to load and unload pallets of materials); and skid steer loaders
(smaller version of a wheel loader, used to load and transport small quantities
of material--e.g., dirt and rocks-- around a job site). Selling prices for these
units range from $15,000 to $350,000 per piece of Equipment.

     Under the terms of standard Case dealer agreements, the Company is an
authorized Case dealer for sales of Equipment and related parts and services at
locations in Oregon, Washington, Nevada, northern California, and Alaska (the
"Territory"). The dealer agreements have no defined term or duration, but are
reviewed on an annual basis by both parties, and can be terminated without cause
at any time either by the Company on 30 days' notice or by Case on 90 days'
notice. Although the dealer agreements do not prevent Case from arbitrarily
exercising its right of termination, based upon

                                        3
<PAGE>

Case's established history of dealer relationships and industry practice, the
Company does not believe that Case would terminate its dealer agreements without
good cause.

     The dealer agreements do not contain requirements for specific minimum
purchases from Case. In consideration for the Company's agreement to act as
dealer, Case supplies to the Company items of Equipment for sale and lease,
parts, cooperative advertising benefits, marketing brochures related to Case
products, access to Case product specialists for field support, the ability to
use the Case name and logo in connection with the Company's sales of Case
products, and access to Case floor plan financing for Equipment purchases. Such
floor planning arrangement currently provides the Company with interest free
credit terms on new equipment purchases ranging from one to six months,
depending upon the type of equipment floored, after which interest commences to
accrue monthly at an annual rate equal to 2% over the prime rate of interest.
The invoice price of each item of Equipment is payable at the earlier of the
time of its sale by the Company or six months after the date of shipment to the
Company by Case.

OTHER PRODUCTS.

     Although the principal products sold, rented, and serviced by the Company
are manufactured by Case, the Company also sells, rents, and services equipment
and sells related parts (e.g., tires, trailers, and compaction equipment)
manufactured by others. Approximately 51% and 50% of the Company's net sales for
fiscal year 2002 and fiscal 2001, respectively, resulted from sales, rental, and
servicing of products manufactured by companies other than Case. Manufacturers
other than Case represented by the Company offer various levels of supplies and
marketing support along with purchase terms which vary from cash upon delivery
to interest-free, 12-month flooring.

     The Company's distribution business is divided into three general
categories of activity: (i) Equipment sales, (ii) Equipment rentals, and (iii)
Product Support.

EQUIPMENT SALES.

     At each of its distribution outlets, the Company maintains a fleet of
various new and used Equipment for sale. The Equipment purchased for each outlet
is selected by the Company's marketing staff based upon the types of customers
in the geographical areas surrounding each outlet, historical purchases as well
as anticipated trends. Subject to applicable limitations in the Company's
manufacturers' dealer contracts, each distribution outlet has access to the
Company's full inventory of Equipment.

     The Company provides only the standard manufacturer's limited warranty for
new Equipment, generally a one-year parts and service repair warranty. Customers
can purchase extended warranty contracts.

     The Company sells used Equipment that has been reconditioned in its own
service shops. It generally obtains such used Equipment as "trade-ins" from
customers who purchase new items of Equipment and from Equipment previously
rented and not purchased. Unlike new Equipment, the Company's used Equipment is
generally sold "as is" and without a warranty.

EQUIPMENT RENTAL.

     The Company maintains a separate fleet of Equipment that it holds solely
for rental. Such Equipment is generally held in the rental fleet for 12 to 36
months and then sold as used Equipment with appropriate discounts reflecting
prior rental usage. As rental Equipment is taken out of the rental fleet, the
Company adds new Equipment to its rental fleet as needed. The rental charges
vary, with different rates for different types of Equipment rented. In October
1998, the Company opened its first rental-only store, located in the Seattle,
Washington area, under the name Western Power Rents. This store was consolidated
with the Company's Auburn, Washington store in August 2000. Rentals have
decreased to 6% of revenue in fiscal year 2002 from 15% of revenue in fiscal
year 2001. See Sales and Marketing below.

                                        4
<PAGE>

PRODUCT SUPPORT.

     The Company operates a service center and yard at each retail distribution
outlet for the repair and storage of Equipment. Both warranty and non-warranty
service work is performed, with the cost of warranty work being reimbursed by
the manufacturer following the receipt of invoices from the Company. The Company
employs approximately 80 manufacturer-trained service technicians who perform
Equipment repair, preparation for sale, and other servicing activities.
Equipment servicing is one of the higher profit margin businesses operated by
the Company. The Company has expanded this business by hiring additional
personnel and developing extended warranty contracts to be purchased by
customers for Equipment sold and serviced by the Company, and independently
marketing such contracts to its customers. The Company services items and types
of Equipment that include those that are neither sold by the Company nor
manufactured by Case.

     The Company purchases parts for use in its Equipment service
business, as well as for sale to other customers who are independent servicers
of Case Equipment. Generally, parts purchases are made on standard net 30-day
terms. The Company employs one or more persons who take orders from customers
for parts purchases at each retail distribution outlet. The Company provides
only the standard manufacturer's warranty on the parts that it sells, which is
generally a 90-day replacement guaranty.

SALES AND MARKETING

     The Company's customers are typically residential and commercial building
general contractors, road and bridge contractors, sewer and septic contractors,
underground utility contractors, persons engaged in the forestry industry,
equipment rental companies and state and municipal authorities. The Company
estimates that it has approximately 19,000 customers, with most being small
business owners, none of which accounted for more than 3% of its total sales in
the fiscal year ended July 31, 2002.

For fiscal years 2002, 2001, and 2000, the revenue breakdown by source for the
business operated by the Company were approximately as follows:

                               FY 2002    FY 2001      FY 2000
                              ---------------------------------
          Equipment Sales        68%        60%          59%
          Equipment Rental        6%        15%          17%
          Product Support        26%        25%          24%
                              ---------------------------------
                                100%       100%         100%
                              =================================

     The Company advertises its products in trade publications and appears at
trade shows throughout its Territory. It also encourages its salespersons to
visit customer sites and offer Equipment demonstrations when requested.

     The Company's sales and marketing activities do not result in any
significant backlog of orders. Although the Company accepts orders from
customers for future delivery following manufacture by Case or other
manufacturers, during fiscal 2002 a majority of its sales revenues resulted from
products sold directly out of inventory, or the providing of services upon
customer request.

     The Company employed approximately 42 equipment salespersons on July 31,
2002. All of the Company's sales personnel are employees of the Company, and all
are under the general supervision of C. Dean McLain, the President of the
Company. Each Equipment salesperson is assigned a separate exclusive territory,
the size of which varies based upon the number of potential customers and
anticipated volume of sales, as well as the geographical characteristics of each
area.

     On July 31, 2002, the Company employed 3 product support salespersons who
sell the Company's parts and repair services to customers in assigned
territories. The Company has no independent distributors or non-employee sales
representatives.

SUPPLIERS

     The Company purchases its equipment and parts inventory from Case and other
manufacturers. No supplier other than Case accounted for more than 10% of such
inventory purchases during fiscal 2002. While maintaining its commitment to Case
to primarily purchase Case Equipment and parts as an authorized Case dealer, the
Company plans

                                        5
<PAGE>

to expand the number of products and increase the aggregate dollar value of
those products which the Company purchases from manufacturers other than Case in
the future.

COMPETITION

     The Company competes with distributors of construction, agricultural, and
industrial equipment and parts manufactured by companies other than Case on the
basis of price, the product support (including technical service) that it
provides to its customers, brand name recognition for its products, the
accessibility and number of its distribution outlets, and the overall quality of
the products that it sells. The Company's management believes that it is able to
effectively compete with distributors of products produced and distributed by
such other manufacturers primarily on the basis of overall product quality and
the superior product support and other customer services provided by the
Company.

     Case's two major competitors in the manufacture of full lines of
construction equipment of comparable sizes and quality are Caterpillar
Corporation and Deere & Company. In addition, other manufacturers produce
specific types of equipment which compete with Case Equipment and other
equipment distributed by the Company. These competitors and their product
specialties include, but are not limited to, JCB Corporation--backhoes, Kobelco
Corporation -- excavators, Dresser Industries -- light and medium duty dozers,
Komatsu Corporation -- wheel loaders and crawler dozers, and Bobcat, Inc. --
skid steer loaders.

     The Company is currently the only Case dealer for construction equipment in
Alaska, northern Nevada, and in the northern California area (other than
Case-owned distribution outlets), and is one of several Case dealers in Oregon
and Washington. However, Case has the right to establish other dealerships in
the future in the same territories in which the Company operates. In order to
maintain and improve its competitive position, revenues and profit margins, the
Company plans to increase its sales of products produced by companies other than
Case.

ENVIRONMENTAL STANDARDS AND GOVERNMENT REGULATION

     The Company's operations are subject to numerous rules and regulations at
the federal, state, and local levels which are designed to protect the
environment and to regulate the discharge of materials into the environment.
Based upon current laws and regulations, the Company believes that its policies,
practices, and procedures are properly designed to prevent unreasonable risk of
environmental damage and the resulting financial liability to the Company. No
assurance can be given that future changes in such laws, regulations, or
interpretations thereof, changes in the nature of the Company's operations, or
the effects of former occupants' past activities at the various sites at which
the Company operates, will not have an adverse impact on the Company's
operations.

     The Company is subject to federal environmental standards because in
connection with its operations it handles and disposes of hazardous materials,
and discharges sewer water in its equipment rental and servicing operations. The
Company's internal staff is trained to keep appropriate records with respect to
its handling of hazardous waste, to establish appropriate on-site storage
locations for hazardous waste, and to select regulated carriers to transport and
dispose of hazardous waste. Local rules and regulations also exist to govern the
discharge of waste water into sewer systems.

EMPLOYEES

     At July 31, 2002, the Company employed 242 full-time employees. Of that
number, 15 are in corporate administration, 21 are involved in administration at
the branch locations, 63 are employed in equipment sales and rental, and 143 are
employed in product support. At July 31, 2002, approximately 14 of the Company's
service technicians and parts employees at the Sacramento, California operation
were being represented by Operating Engineers Local Union No. 3 of the
International Union of Operating Engineers, AFL-CIO under the terms of a
five-year contract expiring August 31, 2005. The Company believes that its
relations with its employees are generally satisfactory.

INSURANCE

     The Company currently has general, product liability, and umbrella
insurance policies covering the Company with limits, terms, and conditions which
the Company believes to be consistent with reasonable business practice,
although there is no assurance that such coverage will prove to be adequate in
the future. An uninsured or partially insured claim,

                                        6
<PAGE>

or a claim for which indemnification is not available, could have a material
adverse effect upon the Company's business, results of operations, and financial
condition.

FORWARD-LOOKING STATEMENTS

     Information included above relating to projected growth and future results
and events constitutes forward-looking statements. Actual results in future
periods may differ materially from the forward-looking statements due to a
number of risks and uncertainties, including but not limited to fluctuations in
the construction, agricultural, and industrial sectors; the success of the
Company's entry into new markets; the success of the Company's expansion of its
equipment rental business; rental industry conditions and competitors;
competitive pricing; the Company's relationship with its suppliers; relations
with the Company's employees; the Company's ability to manage its operating
costs; the continued availability of financing; governmental regulations and
environmental matters; risks associated with regional, national, and world
economies. Any forward-looking statements should be considered in light of these
factors.










                                        7
<PAGE>

ITEM 2. PROPERTIES

     The following table sets forth information as to each of the properties
which the Company owns or leases (all of which are retail sales, rental,
service, storage, and repair facilities except as otherwise noted) at July 31,
2002.
<TABLE><CAPTION>
                                                             Expiration                           Size/Square               Purchase
Location and Use                Lessor                       Date          Annual Rental          Feet                       Options
----------------                ------                       ----          -------------          ----                       -------
<S>                             <C>                          <C>           <C>                    <C>                           <C>
1745 N.E. Columbia Blvd.        Carlton O. Fisher, CNJ       12/31/2010    $84,0001 plus CPI      Approx. 4 acres;              No
Portland, Oregon 97211          Enterprises                                adjustments            building 17,622 sq. ft.

1665 Silverton Road, N.E.       LaNoel Elston Myers Living   07/10/2004    $36,0001               Approx. 1 acre; building      No
Salem, Oregon 97303             Trust                                                             14,860 sq. ft.

West 7916 Sunset Hwy.           U.S. Bank                    09/30/2003    $69,6001               Approx. 5 acres;              No
Spokane, Washington 99204                                                                         building 19,200 sq. ft.

12406 Mukilteo Speedway         Phil & Jana Pickering        10/31/2008    $120,9601              Approx. 2.1 acres;            No
Mukilteo, Washington 98275                                                                        building 13,600 sq. ft.

6407-B  NE 117th Ave            McLain-Rubin Realty          03/31/2006    $98,400                Building 8,627 sq. ft.        No
Vancouver, Washington 98662     Company, LLC 3
(Executive Offices)
2702 W. Valley Hwy No.          Avalon Island LLC            11/30/2015    $228,0001              Approx. 8 acres;              No
Auburn, Washington 98001                                                                          building 33,000 sq. ft.

500 Prospect Lane               Owned                        N/A           N/A                    Approx. 1.5 acres;            N/A
Moxee, Washington 98936                                                                           building 4,320 sq. ft.
(Subleased to 3rd Party)

1455 Glendale Ave.              McLain-Rubin Realty          01/31/2007    $276,0002              Approx. 5 acres;              No
Sparks, Nevada 89431            Company, LLC 3                                                    building 22,475 sq. ft.

25886 Clawiter Road             Fred Kewel II, Agency        11/30/2004    $108,9031              Approx. 2.8 acres;            No
Hayward, California 94545                                                                         building 21,580 sq. ft.


3540 D Regional Parkway         Soiland                      02/28/05      $50,2501 plus annual   Approx. 1.25 acres;           No
Santa Rosa, California  95403                                              CPI adjustments        building 5,140 sq. ft.


1751 Bell Avenue                McLain-Rubin Realty          09/30/2007    $228,0002              Approx. 8 acres;              No
Sacramento, California 95838    Company, LLC 3                                                    building 35,940 sq. ft.


8271 Commonwealth Avenue        M.E. Robinson &                            $90,960                                              No
Buena Park, CA 90621-2537       Lois Robinson


2535 Ellis Street               Hart Enterprises             Month to      $8,400                 Approx. 2 acres;              Yes
Redding, Oregon 96001                                        Month                                building 6,200 sq. ft.
</TABLE>

                                      8
<PAGE>
<TABLE><CAPTION>
                                                             Expiration                           Size/Square               Purchase
Location and Use                Lessor                       Date          Annual Rental          Feet                       Options
----------------                ------                       ----          -------------          ----                       -------
<S>                             <C>                          <C>           <C>                    <C>                           <C>
1041 S Pershing Ave             Stockton Further             03/14/2006    $48,845                Approx. .5 acres;             Yes
Stockton, CA   95206            Processing                                                        building 1,794 sq. ft.


723 15th Street                 Mark Flerchinger             11/02/2002    $20,400                Approx. 1.2 acres;            Yes
Clarkston, Washington 99403                                                                       building 3,750 sq. ft.


2020 E. Third Avenue            Owned                        N/A           N/A                    Approx. 4 acres;              N/A
Anchorage, Alaska 99501                                                                           building 15,650 sq. ft.


3511 International Street       Airport Rentals              11/30/2009    $74,400                Approx. 1.5 acres;            No
Fairbanks, Alaska 99701                                                                           building 8,500 sq. ft.
</TABLE>
----------------------
1    Net lease with payment of insurance, property taxes, and maintenance costs
     paid by the Company.

2    Net lease with payment of insurance, property taxes and maintenance costs,
     including structural repairs, paid by the Company.

3    Related party lease.

================================================================================

     The Company's operating facilities at July 31, 2002 were separated into
eight "hub" outlets and seven "sub-stores". In addition, the Company maintains
its headquarter operations in Vancouver, Washington. The hub stores are the main
distribution centers located in Auburn and Spokane, Washington; Portland,
Oregon; Sparks, Nevada; Hayward, Buena Park, and Sacramento, California; and
Anchorage, Alaska; and the sub-stores are the smaller facilities located in
Mukilteo and Clarkston, Washington; Salem, Oregon; Santa Rosa, Stockton, and
Redding, California; and Fairbanks, Alaska.

     The stores in Springfield, OR, Pasco, WA, and Yuba City, CA were closed
during fiscal year 2002 and the operations combined with the operations in
Salem, OR, Auburn, WA and Sacramento, CA respectively.

     All of the leased and owned facilities used by the Company are believed to
be adequate in all material respects for the needs of the Company's current and
anticipated business operations.


ITEM 3. LEGAL PROCEEDINGS

            The Company is involved in various legal proceedings which are
incidental to the industry and for which certain matters are covered in whole or
in part by insurance or, otherwise, the Company has recorded accruals for
estimated settlements. Management believes that any liability which may result
from these proceedings will not have a material adverse effect on the Company's
business, results of operations, and financial condition.

                                        9
<PAGE>

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

     On May 30, 2002, the Company held its 2002 Annual meeting of Stockholders
(the "Annual Meeting"). The directors holding office prior to the date of the
Annual Meeting, Messrs. C. Dean McLain, Robert M. Rubin, Seymour Kessler, Allen
Perres, and Irwin Pearl were nominated for election at the Annual Meeting, and
all of such persons were reelected at the Annual Meeting for another one-year
term as director. The votes recorded for election of each nominee for director
were the following:

     Name                       For             Against         Abstention
     ----                       ---             -------         ----------
     C. Dean McLain          2,855,987           6,762            94,038
     Robert M. Rubin         2,855,090           7,659            94,038
     Seymour Kessler         2,855,987           6,762            94,038
     Allen Perres            2,855,805           6,944            94,038
     Irwin Pearl             2,855,987           6,762            94,038

     Votes were also cast, and proposals approved, at the Annual Meeting for: i)
issuance of 600,000 shares of the Company's Common Stock to the Rubin Family
Irrevocable Trust, and ii) ratification of the appointment of Moss Adams LLP as
the Company's independent auditors for the 2002 fiscal year.


ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT (1)

     Name             Officer Since   Age    Position Held With the Registrant
     ----             -------------   ---    ---------------------------------
     C. Dean McLain       1993         49    Chairman, President, and
                                             Chief Executive Officer (2)

     Mark J. Wright       1997         46    Vice President of Finance, Chief
                                             Financial Officer, Treasurer, and
                                             Secretary

     (1)  The officers serve for a term of one year and until their successors
          are elected.

     (2)  Elected Chairman in 1998, Chief Executive Officer and President in
          1993.


                                       10
<PAGE>

                                     PART II

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

     The Company's stock is traded on the OTC Bulletin Board under the symbol
WPEC. The high and low closing prices for the Company's common stock for the
years ended July 31, 2002 and July 31, 2001 were as follows:

     Fiscal 2002                                                  High     Low
     -----------                                                  ----     ---
     1st Quarter - August 1, 2001 through October 31, 2001      $  0.56  $ 0.17

     2nd Quarter - November 1, 2001 through January 31, 2002    $  0.31  $ 0.10

     3rd Quarter - February 1, 2002 through April 30, 2002      $  0.35  $ 0.16

     4th Quarter - May 1, 2002 through July 31, 2002            $  0.32  $ 0.22

     Fiscal 2001
     1st Quarter - August 1, 2000 through October 31, 2000      $ 6.440  $ 2.000

     2nd Quarter - November 1, 2000 through January 31, 2001    $ 4.594  $ 0.281

     3rd Quarter - February 1, 2001 through April 30, 2001      $ 2.063  $ 0.550

     4th Quarter - May 1, 2001 through July 31, 2001            $ 1.500  $ 0.370

     The number of shareholders of record of the Company's Common Stock on
October 1, 2002 was 512 and the number of beneficial holders of the Company's
Common Stock is estimated by management to be approximately 1,200 holders.

     The Company has never paid cash dividends on its Common Stock and it does
not anticipate that it will pay cash dividends or alter its dividend policy in
the foreseeable future. The payment of dividends by the Company on its Common
Stock will depend on its earnings and financial condition, and such other
factors as the Board of Directors of the Company may consider relevant. The
Company currently intends to retain its earnings to assist in financing the
development of its business.



                                       11
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The following selected financial data have been derived from the audited
financial statements of the Company. See notes to Consolidated Financial
Statements in Part IV, Item 14(a)(1) for information concerning the effect of
acquisitions completed by the Company during the periods reflected.

(Amounts in thousands, except per share data)
<TABLE><CAPTION>

                                                                     Fiscal Year Ended July 31,

                                                2002            2001            2000            1999            1998
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>             <C>
Net sales                                   $107,988        $139,902        $155,637        $163,650        $163,478
Gross profit                                $  9,746        $  9,820        $ 11,538        $ 14,594        $ 19,176
     (% of sales)                                9.0             7.0             7.4             8.9            11.7
Selling, general and administrative         $ 10,431        $ 12,840        $ 13,534        $ 12,586        $ 12,092
     (% of sales)                                9.7             9.2             8.7             7.7             7.4
(Loss) income before income taxes             (9,839)       $ (7,537)       $ (6,419)       $ (2,916)       $  3,193
     (% of sales)                               (9.1)           (5.4)           (4.1)           (1.8)            2.0
Tax rate (%)                                     0.8             0.2              12             (38)             42
Net (loss) income                           $ (9,887)       $ (7,842)       $ (7,198)       $ (1,815)       $  1,839

Net (loss) income per common share          $  (2.47)       $  (2.30)       $  (2.18)       $  (0.55)       $   0.53
Shares used in basic earnings
     per share calculations                    4,003           3,403           3,306           3,303           3,473

Net (loss) income per
    diluted common share                    $  (2.47)       $  (2.30)       $  (2.18)       $  (0.55)       $   0.49
Shares used in diluted earnings
     per share calculations                    4,003           3,403           3,306           3,303           3,772


Working capital deficit                     $(21,850)       $(20,102)       $(15,910)       $(16,117)       $ (6,339)
Long-term debt (including capital leases
   and deferred lease income)               $  3,469        $  3,469        $ 10,796        $ 11,124        $  7,457
Stockholders' (deficit) equity              $ (3,136)       $  6,751        $ 14,381        $ 21,322        $ 23,138
Total assets                                $ 62,117        $ 93,092        $122,710        $136,594        $138,766
</TABLE>


                                       12
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this annual report. Certain matters discussed herein contain forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including, but not limited
to, projected sales levels, expense reductions, reduced interest expense, and
increased inventory turnover, one or more of which may not be realized.

GENERAL

     The Company acquired its first seven retail distribution stores in November
1992. The Company expanded to 18 stores in four states by the end of fiscal
1996, to 23 stores in five states by the end of fiscal 1997, and to 27 stores in
five states by the end of fiscal 1998. In fiscal 1999, the Company closed 3
stores. At the end of fiscal 2002, the Company had 15 stores in operation.

     For the last three years, the Company has concentrated on consolidating or
closing stores to improve operating efficiency and profitability. Store activity
for the last three years is summarized as follows:
<TABLE><CAPTION>
------ ------------------- --------------- --------------- --------------- ------------------
Fiscal   No. of Stores at   No. of Stores   No. of Stores   No. of Stores   No. of Stores at
 Year   Beginning of Year       Opened       Closed/Sold       Acquired       End of Year
------ ------------------- --------------- --------------- --------------- ------------------
<S>            <C>               <C>             <C>             <C>              <C>
 2000           24                2               5               0                21
------ ------------------- --------------- --------------- --------------- ------------------
 2001           21                0               3               0                18
------ ------------------- --------------- --------------- --------------- ------------------
 2002           18                0               3               0                15
------ ------------------- --------------- --------------- --------------- ------------------
</TABLE>

     The Company is evaluating additional store closures or sales. In addition,
in the future the Company may open and acquire additional distribution outlets
for Case products, as well as for products which may be manufactured by other
companies as circumstances permit. The Company's results can be impacted by the
timing of, and costs incurred in connection with, new store openings and
acquisitions as well as the costs of closing existing stores.

RESULTS OF OPERATIONS

FISCAL YEAR 2002, AS COMPARED WITH FISCAL YEAR 2001

     The Company reported net revenue for fiscal 2002 of $107,988,000 compared
with net revenue of $139,902,000 for fiscal 2001. Stores opened longer than 12
months showed an overall revenue decrease of 7.7 percent from prior year revenue
reflecting a general softening in economic conditions in the northwest
(resulting in lower sales volume) along with increased competitive pressures
(which negatively affected average sales prices of equipment the Company sold).
The Company consolidated three of its facilities during fiscal 2002 into larger
facilities in the region in order to reduce costs and leverage existing, larger
facilities in the region to cover the territories previously served by the
closed facilities.

     The Company had a net loss for fiscal 2002 of $9,887,000 or $2.47 per share
compared with a net loss of $7,842,000 or $2.30 per share in fiscal 2001.
Included in the net loss for fiscal year 2002 are fourth quarter non-cash
charges of $3,796,000 for inventory allowances in light of decreasing market
prices for aged equipment, a $2,525,000 write-off of all goodwill, a $1,983,000
write-off of disputed receivables from vendors, and a $953,000 write-off of
fixed assets. In the fourth quarter of fiscal 2001, the Company recognized an
inventory charge of approximately $4,106,000 to provide allowances in
recognition of decreasing market prices for aged equipment inventory in the
fourth quarter.

     Gross margin was 9.0 percent during fiscal 2002 which is higher than the
7.0 percent gross margin during fiscal 2001. Margins increased in fiscal 2002
due mainly to management placing a high priority on improving overall gross
margins. Management continues to place a high priority on improving overall
gross margins by working to increase higher margin service, parts, and rental
revenues, focusing more sales efforts on specialty and niche product lines, and
by obtaining higher prices for new and used equipment.

                                       13
<PAGE>

     Selling, general, and administrative expenses were $ 10,431,000 or 9.7
percent of revenues for fiscal 2002 compared to $12,840,000 or 9.2 percent of
sales for fiscal 2001. The increase in selling, general, and administrative
expenses as a percent of revenues resulted in part from the decrease in revenue
volume and due to the costs of store closures during the year.

     Interest expense for fiscal 2002 was $4,114,000, down from $5,982,000 in
fiscal 2001 due to a combination of a decrease in interest rates and lower
inventory levels. The Company has a $50 million inventory flooring and operating
line of credit facility through Deutsche Financial Services ("DFS"). The
agreement was amended in the first quarter of fiscal 2001 with terms maturing
December 31, 2001 and with a floating rate based on prime with rates between
0.75% under prime to 2.25% over prime depending on the amount of total debt
leverage of the Company. Management has used this facility to allow the Company
to take advantage of more purchase discounts and to lower overall interest
expense and to provide operating capital liquidity. As of June 21, 2002, the
Company entered into a Forbearance Agreement with DFS, under the terms of which
DFS raised the interest rate to prime plus 4% while the Company is in default
and required the Company to pay $45,000 fee to DFS for the forbearance. In
addition, under the terms of the Forbearance Agreement, the Company is required
to meet certain financial covenants and meet certain debt reduction schedules.
See Liquidity and Capital Resources below for a description of the status of the
DFS facility.

FISCAL YEAR 2001, AS COMPARED WITH FISCAL YEAR 2000

     The Company reported net revenue for fiscal 2001 of $139,902,000 compared
with net revenue of $155,637,000 for fiscal 2000. Stores opened longer than 12
months showed an overall revenue decrease of 7.4 percent from prior year revenue
reflecting a general softening in economic conditions in the northwest along
with increased competitive pressures. The Company consolidated three of its
facilities during fiscal 2000 into larger facilities in the region in order to
reduce costs and leverage existing, larger facilities in the region to cover the
territories previously served by the closed facilities.

     The Company had a net loss for fiscal 2001 of $7,842,000 or $2.30 per share
compared with a net loss of $7,198,000 or $2.18 per share in fiscal 2000. In the
fourth quarter of fiscal 2001, the Company recognized an inventory charge of
approximately $4,106,000 to provide allowances in recognition of decreasing
market prices for aged equipment inventory in the fourth quarter. In fiscal
2000, the Company recognized a fourth quarter inventory charge of approximately
$2,547,000 to provide allowances to recognize decreasing market prices on aged
equipment inventory in the last half of fiscal 2000. In addition, the Company
recorded a valuation allowance of $2,956,000 related to its deferred tax asset.

     Gross margin was 7.0 percent during fiscal 2001 which is lower than the 7.4
percent gross margin during fiscal 2000. Margins decreased in fiscal 2001 due
primarily to continued competitive pressures and the fourth quarter equipment
reserve. Management continues to place a high priority on improving overall
gross margins by working to increase higher margin service, parts, and rental
revenues, focusing more sales efforts on specialty and niche product lines, and
by obtaining higher prices for new equipment.

     Selling, general, and administrative expenses were $12,840,000 or 9.2
percent of revenues for fiscal 2001 compared to $13,534,000 or 8.7 percent of
sales for fiscal 2000. The increase in selling, general, and administrative
expenses as a percent of revenues resulted in part from lower than expected
revenue levels and the costs of closing stores during the year.

     Interest expense for fiscal 2001 was $5,982,000, down from $6,069,000 in
fiscal 2000 due in part to a decrease in interest rates and lower inventory
levels. The Company has a $50 million inventory flooring and operating line of
credit facility through DFS. The facility is a floating rate facility at rates
as low as 50 basis points under the prime rate. Prime interest rates have
increased from those in fiscal 1999. Management has used this facility to allow
the Company to take advantage of more purchase discounts and to lower overall
interest expense.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary needs for liquidity and capital resources are related
to its inventory for sale and its rental and lease fleets, store openings, and
acquisitions of additional stores. The Company's primary source of internal
liquidity has been from its operations. As more fully described below, the
Company's primary sources of external liquidity are

                                       14
<PAGE>

equipment inventory floor plan financing arrangements provided to the Company by
the manufacturers of the products the Company sells.

     Under inventory floor planning arrangements the manufacturers of products
sold by the Company provide interest free credit terms on new equipment
purchases for periods ranging from one to twelve months, after which interest
commences to accrue monthly at rates ranging from zero percent to two percent
over the prime rate of interest. Principal payments are typically made under
these agreements at scheduled intervals and/or as the equipment is rented, with
the balance due at the earlier of a specified date or sale of the equipment. At
July 31, 2002, the Company was indebted under manufacturer provided floor
planning arrangements in the aggregate amount of $10,974,000.

     The Company has a $50 million inventory flooring and operating line of
credit through DFS. Amounts are advanced against the Company's assets, including
accounts receivable, parts, new equipment, rental fleet, and used equipment. The
agreement was amended as of October 31, 2000 with terms maturing December 31,
2001 and with a floating rate based on prime with rates between 0.75% under
prime to 2.25% over prime depending on the amount of total debt leverage of the
Company. This amendment waived all prior defaults under the agreement and
established revised financial covenants to be measured at the Company's second
and fourth quarters. In addition, the amendment included several, periodic
mandatory reductions in the credit limit. The Company expects to use this
borrowing facility to lower flooring related interest expense by using advances
under such line to finance inventory purchases in lieu of financing provided by
suppliers, to take advantage of cash purchase discounts from its suppliers, to
provide operating capital for further growth, and to refinance some its
acquisition related debt at a lower interest rate. Borrowings are collateralized
by the Company's assets, including accounts receivable, parts inventory, new and
used equipment inventory and rental fleet equipment. As of July 31, 2002,
approximately $41,322,000 was outstanding under the DFS credit facility.

     The agreement was amended in the first quarter of fiscal 2001 with terms
maturing December 31, 2001 and with a floating rate based on prime with rates
between 0.75% under prime to 2.25% over prime depending on the amount of total
debt leverage of the Company. As of June 21, 2002, the Company entered into a
Forbearance Agreement with DFS under the terms of which DFS raised the interest
rate to prime plus 4% while the Company is in default and required the Company
to pay a $45,000 fee to DFS for the forbearance. In addition, under the terms of
the Forbearance Agreement, the Company is required to meet certain financial
covenants and meet certain debt reduction schedules. At July 31, 2002, the
Company was in technical default of the DFS Loan Agreement. The Company has
requested, but has not obtained a waiver letter for the period July 31, 2002 or
thereafter. Although DFS has not called the debt due to such defaults, there is
no guarantee that DFS will not call this debt at any time after July 31, 2002.

     During the year ended July 31, 2002, cash and cash equivalents decreased by
$765,000. The Company had positive cash flow from operating activities during
the year of $ 13,479,000. The Company's cash flow from operating activities
consisted primarily of an inventory reduction of $14,715,000, accounts
receivable reduction of $3,991,000, and depreciation of $8,315,000 offset by a
decrease in accounts payable of $3,990,000. Purchases of fixed assets during the
period were related mainly to the ongoing replacement of aged operating assets.
The Company paid down its short-term financing by $12,075,000 during the year.

     The Company's cash and cash equivalents was approximately $5,000 as of July
31, 2002. The Company cannot fund current levels of operations without the
continued availability of borrowing from its current lender DFS. Although the
Company and DFS are in negotiations to extend or renew the credit facility
beyond its expiration on December 28, 2001, there can be no assurance that the
Company will be able to successfully negotiate an acceptable extension or
renewal of the expired DFS credit facility or that DFS will continue to make
borrowing available to the Company.

RISK FACTORS

INVENTORY

     Controlling inventory is a key ingredient to the success of an equipment
distributor because the equipment industry is characterized by long order
cycles, high ticket prices, and the related exposure to "flooring" interest. The
Company's interest expense may increase if inventory is too high or interest
rates rise. The Company manages its inventory through company-wide information
and inventory sharing systems wherein all locations have access to the Company's
entire inventory. In addition, the Company closely monitors inventory turnover
by product categories and places equipment orders based upon targeted turn
ratios.

                                       15
<PAGE>

INFLATION

     All of the products and services provided by the Company are either capital
equipment or included in capital equipment, which are used in the construction,
agricultural, and industrial sectors. Accordingly, the Company's sales are
affected by inflation or increased interest rates which tend to hold down new
construction, and consequently adversely affect demand for the construction and
industrial equipment sold and rented by the Company. In addition, although
agricultural equipment sales are less than 2% of the Company's total revenues,
factors adversely affecting the farming and commodity markets also can adversely
affect the Company's agricultural equipment related business.

ECONOMIC CONDITIONS

     The Company's business can also be affected by general economic conditions
in its geographic markets as well as general national and global economic
conditions that affect the construction, agricultural, and industrial sectors.
An erosion in North American and/or other countries' economies could adversely
affect the Company's business. Market specific factors could also adversely
affect one or more of the Company's target markets and/or products.

SEASONALITY; FLUCTUATIONS IN RESULTS

     Historically, sales of our products have varied substantially from quarter
to quarter due to the seasonality of the construction business. We attempt to
accurately forecast orders for our products and commence purchasing prior to the
receipt of such orders. However, it is highly unlikely that we will consistently
accurately forecast the timing and rate of orders. This aspect of our business
makes our planning inexact and, in turn, affects our shipments, costs,
inventories, operating results and cash flow for any given quarter. In addition,
our quarterly operating results are affected by competitive pricing,
announcements regarding new product developments and cyclical conditions in the
industry. Accordingly, we may experience wide quarterly fluctuations in our
operating performance and profitability, which may adversely affect our stock
price even if our year-to-year performance is more stable, which it also may not
be. In addition, many of our products require significant manufacturing
lead-time, making it difficult to order products on short notice. If we are
unable to satisfy unexpected customer orders, our business and customer
relationships could suffer and result in the loss of future business.

INVENTORY LEAD-TIMES; POTENTIAL WRITE-DOWNS

     To be competitive in certain of its markets, particularly markets for
products with long lead time, the Company will be required to build up
inventories of certain products in anticipation of future orders. There can be
no assurance that the Company will not experience problems of obsolete, excess,
or slow-moving inventory if it is not able to properly balance inventories
against the prospect of future orders, and the Company's operations may,
therefore, be adversely affected by inventory write-downs from time to time. In
periods of general economic slowdown or slowdowns in the construction sector we
could be especially affected by such problems.

POTENTIAL WRITE-DOWNS OF GOODWILL AND INTANGIBLES

     Goodwill and other intangible assets are reviewed for impairment whenever
an event or change in circumstances indicates that the carrying amount may not
be recoverable. If the carrying value of the Company's intangible assets exceeds
the expected undiscounted future cash flows, a loss would be recognized to the
extent the carrying amount of assets exceeds their fair values. Based on this
review, a $2,525,000 write-down for impairment loss on goodwill has been
recorded during the fourth quarter of the year ended July 31, 2002 and included
in other income (expense).

COMPETITION

     Many of the Company's existing and potential competitors have substantially
greater marketing, financial, and service resources than we have. In addition,
some of the Company's competitors have broader product offerings, placing the
Company at a disadvantage to some of its competitors. In addition, the Company
believes that some of its competitors have obtained and maintained business that
loses money - "loss leading" - in order to maintain a competitive advantage with
regard to specific customers or products. If the Company's competitors were to
use such tactics in the future, the Company would be unable to maintain its
market position without incurring a negative impact on its profitability.

                                       16
<PAGE>

CYCLICALITY OF INDUSTRY

     The construction equipment industry is always very competitive. Advances in
technology may reduce the cost for current or potential competitors to gain
market share, particularly for lower priced products. We cannot guarantee that
sales of our products will continue at current volumes or prices in any event,
but especially if our current competitors or new market entrants introduce new
products with better features, better performance, or lower prices or having
other characteristics that are more attractive than our own. Competitive
pressures or other factors also may result in significant price competition that
could have a material adverse effect on our results of operations.

DEPENDENCE UPON THIRD-PARTY MANUFACTURERS

     All of our products are supplied by third parties. From time to time, we
experience delays and disruptions in our supply chain. To date, these delays and
disruptions have not materially adversely affected our business, but they could
do so in the future. Wherever possible, we try to assure ourselves of adequate
inventory supply, but we do not always succeed. To the extent that we experience
significant supply or quality control problems with our vendors, these problems
can have a significant adverse effect on our ability to meet future delivery
commitments to our customers.

     Currently, Case Corporation provides approximately 51% of our products.
Case dealer contracts are non-exclusive and terminable by either party upon
minimum notice. There can be no assurances that Case will continue to supply the
Company with products or continue its relationship with the Company. If we are
unable to obtain Case products or to continue our relationship with Case, we
will likely experience reductions in product and service sales and increased
expenses. Our operations will be negatively affected if we experience inadequate
supplies of any key products.

RECENT ACCOUNTING PRONOUNCEMENTS

     On June 29, 2001, the Financial Accounting Standards Board (FASB or the
"Board") unanimously voted in favor of issuing two Statements: Statement No. 141
(FAS141), Business Combinations, and Statement No. 142 (FAS 142), Goodwill and
Other Intangible Assets. FAS 141 primarily addresses the accounting for the cost
of an acquired business (i.e., the purchase price allocation), including any
subsequent adjustments to its cost. FAS 141 supercedes APB 16, Business
Combinations. The most significant changes made by FAS 141 are:

     - It requires use of the purchase method of accounting for all business
     combinations, thereby eliminating use of the pooling-of-interests method.

     - It provides new criteria for determining whether intangible assets
     acquired in a business combination should be recognized separately from
     goodwill.

     FAS 141 is effective for all business combinations (as defined in the
Statement) initiated after June 30, 2001 and for all business combinations
accounted for by the purchase method that are completed after June 30, 2001
(that is, the date of acquisition is July 1, 2001, or later).

     FAS 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition (i.e., the post-acquisition accounting).
FAS 142 supercedes APB 17, Intangible Assets. The most significant changes made
by FAS 142 are:

     - Goodwill and indefinite lived intangible assets will no longer be
     amortized and will be tested for impairment at least annually.
     - Goodwill will be tested at least annually at the reporting unit level.
     - The amortization period of intangible assets with finite lives is no
     longer limited to forty years

     FAS 142 is effective for fiscal years beginning after December 15, 2001 to
all goodwill and other intangible assets recognized in an entity's statement of
financial position at that date, regardless of when those assets were initially
recognized. Early application is permitted for entities with fiscal years
beginning after March 15, 2001 provided that the first interim period financial
statements have not previously been issued. In all cases, the provisions of FAS
142 should be applied at the beginning of a fiscal year. Retroactive application
is not permitted.

                                       17
<PAGE>

     On October 3, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144). SFAS 144 supersedes SFAS 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 144
applies to all long-lived assets (including discontinued operations) and
consequently amends Accounting Principles Board Opinion No. 30 (APB 30),
"Reporting Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transaction." SFAS 144 develops one accounting model for long-lived
assets that are to be disposed of by sale. SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of book value
or fair value less cost to sell. Additionally, SFAS 144 expands the scope of
discontinued operations to include all components of an entity with operations
that (1) can be distinguished from the rest of the entity and (2) will be
eliminated from the ongoing operations of the entity in a disposal transaction.
The provisions of this Statement are effective for financial statements issued
for fiscal years beginning after December 15, 2001, and interim periods within
those fiscal years, with early application encouraged.

DIVIDEND POLICY

     The Company has never paid cash dividends on its Common Stock and it does
not anticipate that it will pay cash dividends or alter its dividend policy in
the foreseeable future. The payment of dividends by the Company on its Common
Stock will depend on its earnings and financial condition, and such other
factors as the Board of Directors of the Company may consider relevant. The
Company currently intends to retain its earnings to assist in financing the
growth of its business.

FORWARD LOOKING STATEMENTS

     Information included within this section relating to growth projections and
future results and events constitutes forward-looking statements. Actual results
in future periods may differ materially from the forward-looking statements
because of a number of risks and uncertainties, including but not limited to
fluctuations in the construction, agricultural, and industrial sectors; the
success of the Company's entry into new markets; the success of the Company's
expansion of its equipment rental business; rental industry conditions, and
competitors; competitive pricing; the Company's relationship with its suppliers;
relations with the Company's employees; the Company's ability to manage its
operating costs; the continued availability of financing; governmental
regulations and environmental matters; risks associated with regional, national,
and world economies. Any forward-looking statements should be considered in
light of these factors.






                                       18
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


     The Company is exposed to market risk from changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates
and prices such as interest rates. For fixed rate debt, interest rate changes
affect the fair value of financial instruments but do not impact earnings or
cash flows. Conversely for floating rate debt, interest rate changes generally
do not affect the fair market value but do impact future earnings and cash
flows, assuming other factors are held constant. At July 31, 2002, the Company
had variable rate floor plan payables, notes payable, and long-term debt of
approximately $50.6 million. Holding other variables constant, the pre-tax
earnings and cash flow impact for the next year resulting from a one percentage
point increase in interest rates would be approximately $0.5 million. The
Company's policy is not to enter into derivatives or other financial instruments
for trading or speculative purposes.



















                                       19
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following financial statements and financial schedules are attached to
this Report on Form 10-K following Part IV, Item 14:

     Consolidated Statements of Operations for
       the years ended July 31, 2002, 2001, and 2000                      F-1
     Consolidated  Balance Sheets as of July 31, 2002 and 2001            F-2
     Consolidated Statements of Stockholders' Equity/(Deficit)
       for the years ended July 31, 2002, 2001, and 2000                  F-3
     Consolidated Statements of Cash Flows for
       the years ended July 31, 2002, 2001, and 2000                      F-4
     Notes to Consolidated Financial Statements                           F-5
     Report of Independent Accountants                                F-17, F-18

Financial Statement Schedule:

     Report of Independent Accountants - Financial
       Statement Schedule                                             F-19, F-20
     Schedule II - Valuation and Qualifying Accounts                     F-21


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Western Power & Equipment Corp. engaged Moss Adams LLP as its new
        independent accountants as of December 5, 2001. During the two fiscal
        years and the subsequent interim period prior to the engagement of Moss
        Adams LLP on December 5, 2001, Western Power & Equipment Corp. did not
        consult with Moss Adams LLP regarding the application of accounting
        principles to any specific transaction, whether completed or proposed;
        on the type of audit opinion that might be rendered on Western Power &
        Equipment Corp.'s financial statements; or on any matter that was either
        the subject of a disagreement or a reportable event.










                                       20
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

     Information with respect to Directors of the Company is incorporated herein
by reference to "Proposal 1: Election of Directors" continuing through "Report
of the Compensation Committee on Executive Compensation" in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered
by this Form 10-K. The information required by this Item with respect to the
Company's Executive Officers follows Part I, Item 4A of this document.

ITEM 11. EXECUTIVE COMPENSATION

     Information with respect to Executive Compensation is incorporated herein
by reference to "Compensation of Executive Officers" in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered
by this Form 10-K.

ITEM 12. PRINCIPAL STOCKHOLDERS

     Information with respect to Security Ownership of Certain Beneficial Owners
and Management is incorporated herein by reference to "Security Ownership of
Certain Beneficial Owners" and "Security Ownership of Directors and Executive
Officers" in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A not later than 120 days
after the end of the fiscal year covered by this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information with respect to Certain Relationships and Related Transactions
is incorporated herein by reference to "Board Compensation, Attendance and
Committees, Certain Transactions" in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be filed pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this Form 10-K.







                                       21
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1.   Financial Statements.

          Consolidated Statements of Operations for
            the years ended July 31, 2002, 2001, and 2000                 F-1
          Consolidated Balance Sheets as of July 31, 2002 and 2001        F-2
          Consolidated Statements of Stockholders' Equity/(Deficit)
            for the years ended July 31, 2002, 2001, and 2000             F-3
          Consolidated Statements of Cash Flows for
            the years ended July 31, 2002, 2001, and 2000                 F-4
          Notes to Consolidated Financial Statements                      F-5
          Report of Independent Accountants                           F-17, F-18

     2.   Financial Statement Schedule.

          Report of Independent Accountants - Financial Statement
               Schedule                                               F-19, F-20
          Schedule II - Valuation and Qualifying Accounts                F-21

     3.   Exhibits.

          Exhibit
          Number      Description

          3.1   Certificate of Incorporation of Registrant. (2)

          3.2   By-laws of Registrant. (2)

          10.1  1995 Employee Stock Option Plan. (3)

          10.2  Second Amended and Restated Stock Option Plan for Non-Employee
                Directors. (3)

          10.3  Case New Dealer Agreement Package. (1)

          10.4  Lease Agreement--Hayward, California. (2)

          10.5  Lease Agreement--Auburn, Washington. (7)

          10.6  Loan Agreement, dated January 17, 1997, between Registrant and
                Case Credit Corp. including related promissory notes. (5)

          10.7  Security Agreement, dated January 17, 1997, made by Registrant
                in favor of Case Credit Corporation to secure payment for and
                collateralized by all assets acquired by Registrant from
                Sahlberg Equipment, Inc. (5)

          10.8  Loan and Security Agreement dated as of June 5, 1997 between
                Registrant and Deutsche Financial Services Corporation. (6)

          10.9  Asset Purchase Agreement, dated April 30, 1998, between Yukon
                Equipment, Inc. and Registrant. (8)

          10.10 Employment Agreement dated May 1, 1998 between Maurice Hollowell
                and Registrant. (8)

          10.11 Employment Agreement dated August 1, 2000 between C. Dean McLain
                and Registrant.

                                       22
<PAGE>

          10.12 Consulting Agreement dated August 1, 2000 by and between
                Registrant and Robert M. Rubin.

          10.13 Commercial Lease dated October 1, 2000 between McLain-Rubin
                Realty Company III, LLC and Registrant for Yuba City, California
                facility.

          10.14 Commercial Lease dated October 1, 2000 between McLain-Rubin
                Realty Company III, LLC and Registrant for Sacramento,
                California facility.

          10.15 Commercial Lease, dated as of October 1, 2000 between
                McLain-Rubin Realty Company, LLC and Registrant for the Sparks,
                Nevada facility.

          10.16 Commercial Lease, dated as of April 1, 2001 between McLain-Rubin
                Realty Company II, LLC and Registrant for the Vancouver,
                Washington corporate office.

          21.   Subsidiaries of the Company.

          23.   Consent of Independent Accountants.

(1)  Filed as an Exhibit to the AUGI Annual Report on Form 10-K, as filed on
     October 29, 1993 and incorporated herein by reference thereto.

(2)  Filed as an Exhibit to Amendment No. 1 to the Registrant's Registration
     Statement on Form S-1, filed on May 16, 1995 and incorporated herein by
     reference thereto. (Registration No. 33-89762).

(3)  Filed as an Exhibit to the Registrant's Registration Statement on Form S-8,
     filed on September 18, 1998 and incorporated herein by reference thereto.
     (Registration No. 33-63775).

(4)  Filed as an Exhibit to the Quarterly Report on Form 10-Q of the Registrant,
     as filed on June 11, 1997 and incorporated herein by reference thereto.

(5)  Filed as an Exhibit to the Annual Report on Form 10-K of the Registrant, as
     filed on October 28, 1996 and incorporated herein by reference thereto.

(6)  Filed as an Exhibit to the Annual Report on Form 10-K of the Registrant, as
     filed on October 29, 1998 and incorporated herein by reference thereto.

(7)  Filed as an Exhibit to the Quarterly Report on Form 10-Q of the Registrant,
     as filed on June 14, 1999 and incorporated herein by reference thereto.

(8)  Filed as an Exhibit to Form 8-K of the Registrant, as filed on May 11, 1998
     and incorporated herein by reference thereto.

(b)  Reports on Form 8-K.

     None.

(c)  Exhibits

     See (a)(3) above.

(d)  Additional Financial Statement Schedules

     See (a)(2) above.


                                       23

<PAGE>

                         WESTERN POWER & EQUIPMENT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE><CAPTION>
                                                                      Year Ended July 31,
                                                      -------------------------------------------------
                                                         2002                2001                2000
                                                      ---------           ---------           ---------
<S>                                                   <C>                 <C>                 <C>
Net revenue                                           $ 107,988           $ 139,902           $ 155,637

Cost of goods sold                                       98,242             130,082             144,099
                                                      ---------           ---------           ---------

Gross profit                                              9,746               9,820              11,538

Selling, general and administrative expenses             10,431              12,840              13,534
                                                      ---------           ---------           ---------
                                                           (685)              (3020)             (1,996)

Other income (expense):
     Interest expense                                    (4,114)             (5,982)             (6,069)
     Other income (expense)                              (5,040)              1,465               1,646
                                                      ---------           ---------           ---------
Loss before income taxes                                 (9,839)             (7,537)             (6,419)

Provision (benefit) for income taxes                         48                 305                 779
Net loss                                              $  (9,887)          $  (7,842)          $  (7,198)
                                                      =========           =========           =========

Basic loss per common share                           $   (2.47)          $   (2.30)          $   (2.18)
                                                      =========           =========           =========

Average Outstanding Common Shares
     for Basic EPS                                        4,003               3,403               3,306
                                                      =========           =========           =========

Diluted loss per common share                         $   (2.47)          $   (2.30)          $   (2.18)
                                                      =========           =========           =========
Average Outstanding Common Shares
     And Equivalents for Diluted  EPS                     4,003               3,403               3,306
                                                      =========           =========           =========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-1
<PAGE>


                         WESTERN POWER & EQUIPMENT CORP.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE><CAPTION>
                                                                                   July 31,           July 31,
                                                                                     2002               2001
                                                                                   --------           --------
<S>                                                                                <C>                <C>
ASSETS
------
Current assets:
     Cash and cash equivalents                                                     $      5           $    770
     Accounts receivable, less allowance for
       doubtful accounts of $646 and $948                                            10,304             14,295
     Inventories                                                                     26,915             44,867
     Prepaid expenses                                                                    48                298
     Note Receivable Current                                                            122                -0-
     Deferred income taxes                                                              -0-              2,541
                                                                                   --------           --------
         Total current assets                                                        37,395             62,771
                                                                                   --------           --------
Fixed assets (net):
     Property, plant and equipment                                                    3,434              5,584
     Rental equipment fleet                                                          18,696             22,027
                                                                                   --------           --------
         Total fixed assets                                                          22,130             27,611
                                                                                   --------           --------
Intangibles and other assets, net of accumulated
          amortization of $2,650 and $808                                                52              2,720
                                                                                   --------           --------
         Total assets                                                              $ 59,577           $ 93,102
                                                                                   ========           ========

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
     Borrowings under floor plan financing                                         $ 10,974           $ 14,237
     Short-term borrowings                                                           41,322             53,384
     Convertible Debt                                                                   218                182
     Accounts payable                                                                 7,600             11,591
     Accrued payroll and vacation                                                       659              1,754
     Other accrued liabilities                                                          985              1,716
     Capital lease obligations                                                           26                 18
                                                                                   --------           --------
         Total current liabilities                                                   61,784             82,882

Deferred income taxes                                                                   -0-              2,541
Capital lease obligations                                                               928                920
Long-term borrowings                                                                    -0-                  8
                                                                                   --------           --------
         Total liabilities                                                           62,712             86,351
                                                                                   --------           --------
Commitments and contingencies

Stockholders' equity:
     Preferred stock-10,000,000 shares authorized; none outstanding                     -0-                -0-
     Common stock, $.001 par value - Authorized, 20,000,000 shares
         Outstanding, 4,003,162 shares and 3,403,162 shares, respectively                 4                  4
     Additional paid-in capital                                                      15,894             15,894
     Accumulated deficit                                                            (18,190)            (8,303)
     Less common stock in treasury, at cost (130,300 shares)                           (844)              (844)
                                                                                   --------           --------
         Total stockholders' (deficit) equity                                        (3,136)             6,751
                                                                                   --------           --------
         Total liabilities and stockholders' equity                                $ 59,577           $ 93,102
                                                                                   ========           ========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>


                         WESTERN POWER & EQUIPMENT CORP.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                             (DOLLARS IN THOUSANDS)

<TABLE><CAPTION>
                               Common Stock
                         -----------------------     Additional                                     Total
                           Number                     Paid-in     Accumulated      Treasury     Stockholders'
                         of Shares       Amount       Capital        Deficit         Stock     Equity (Deficit)
                         ---------     ---------     ---------      ---------      ---------      ---------
Balance at
<S>                      <C>           <C>           <C>            <C>            <C>            <C>
     July 31, 1999       3,303,162     $       4     $  16,072      $   6,738      $  (1,491)     $  21,323

Issuance of Treasury
Stock                       50,000          --             (67)          --              323            256

Net loss                      --            --            --           (7,198)          --           (7,198)
                         ---------     ---------     ---------      ---------      ---------      ---------
Balance at
     July 31, 2000       3,353,162             4        16,005           (460)        (1,168)        14,381

Issuance of Treasury
Stock                       50,000          --            (111)          --              324            213


Net loss                      --            --            --           (7,842)          --           (7,842)
                         ---------     ---------     ---------      ---------      ---------      ---------
Balance at
     July 31, 2001       3,403,162             4        15,894         (8,303)          (844)         6,752

Issuance of Stock          600,000

Net loss                      --            --            --           (9,887)          --           (9,887)
                         ---------     ---------     ---------      ---------      ---------      ---------
Balance at
     July 31, 2002       4,003,162     $       4     $  15,894      $ (18,190)     $    (844)     $  (3,136)
                         =========     =========     =========      =========      =========      =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                         WESTERN POWER & EQUIPMENT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE><CAPTION>
                                                                                   Year Ended July 31,
                                                                       ------------------------------------------
                                                                         2002             2001             2000
                                                                       --------         --------         --------
<S>                                                                    <C>              <C>              <C>
 Cash flows from operating activities:
     Net loss                                                          ($ 9,887)        ($ 7,842)        ($ 7,198)
     Adjustments to reconcile net loss to
       net cash provided by operating activities:
                Depreciation                                              8,315            9,835           11,599
                Amortization                                              2,650              125              113
                Gain (Loss) on fixed assets                                (618)          (2,016)             (59)
                Changes in assets and liabilities
                (excluding effects of acquisitions):
                    Accounts receivable                                   3,991            3,052           (1,847)
                    Inventories                                          14,716            8,545            2,903
                    Prepaid expenses                                        249              (88)              23
                    Deferred income taxes                                   -0-              -0-              574
                    Notes Receivable Current                               (122)             -0-              -0-
                    Accounts payable                                     (3,990)             861           (1,972)
                    Accrued payroll and vacation                         (1,095)           1,003              (74)
                    Other accrued liabilities                              (723)             393             (433)
                    Income taxes receivable/payable                          (7)             400              (46)
                    Deferred lease income                                   -0-           (1,007)            (333)
                    Other assets/liabilities                                -0-              -0-              -0-
                                                                       --------         --------         --------
Net cash provided by operating activities                                13,479           13,261            3,250
                                                                       --------         --------         --------
Cash flow from investing activities:
     Purchase of fixed assets                                              (308)            (964)          (1,254)
     Purchase of rental equipment                                        (4,541)          (6,500)          (9,531)
     Sale of rental equipment                                             5,548            8,512           10,574
     Proceeds on sale of fixed assets                                       321              283              189
     Sale (purchase) of leased equipment fleet                              -0-              -0-              289
     Purchase of other assets                                                18               12              (18)
                                                                       --------         --------         --------
            Net cash provided by (used in) investing activities           1,038            1,343              249
                                                                       --------         --------         --------
Cash flows from financing activities:
     Principal payments on capital leases                                    16               (2)              32
     Treasury stock sales                                                   -0-              -0-              256
     Inventory floor plan financing                                      (3,251)            (531)          (2,380)
     Short-term financing                                               (12,075)         (14,287)          (3,192)
     Convertible debt issuance                                              100              182              -0-
     Payments on convertible debt                                            64              -0-              -0-
     Long-term debt repayments                                               (8)             (20)             (20)
                                                                       --------         --------         --------
            Net cash used in financing activities                       (15,282)         (14,658)          (5,304)
                                                                       --------         --------         --------
(Decrease) increase in cash and cash equivalents                           (765)             (54)          (1,805)
Cash and cash equivalents at beginning of year                              770              824            2,629
                                                                       --------         --------         --------
Cash and cash equivalents at end of year                               $      5         $    770         $    824
                                                                       ========         ========         ========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

Western Power & Equipment Corp.

Notes to Consolidated Financial Statements (DOLLARS IN THOUSANDS, EXCEPT PER
SHARE AND OPTIONS DATA)


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION

      The Company is engaged in the sale, rental, and servicing of light,
      medium, and heavy construction and industrial, and agricultural equipment
      and related parts in Washington, Oregon, California, Nevada, and Alaska.
      Case serves as the manufacturer of the single largest portion of the
      Company's products.

      The consolidated financial statements include the accounts of the Company
      and its Oregon subsidiary after elimination of all intercompany accounts
      and transactions.

      The accompanying financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. As discussed
      in note 5 below, the Company has significant borrowings that require,
      among other things, compliance with certain financial ratios on a
      quarterly basis. As a result of losses incurred during the last year, the
      Company was not in compliance with the financial ratio covenants under its
      credit facility with Deutsch Financial Services (DFS). The Company
      requested, but did not receive a waiver of such non-compliance. There can
      be no assurance that the Company will be able to meet the financial ratio
      covenants in the future, which could result in DFS calling the debt at any
      time and requiring the Company to discontinue operations.

      The Company is in discussions with DFS regarding renewal or extension of
      the current credit facility. In addition, the Company is exploring
      alternative financing arrangements with other potential lenders. The
      Company's continuation as a going concern is dependent, in part, upon its
      ability to successfully establish the necessary financing arrangements and
      to comply with the terms thereof.

      Subsequent breaches of any of the terms and conditions of the current DFS
      credit facility or any renewal or replacement thereof could result in
      acceleration of the Company's indebtedness, in which case the debt would
      become immediately due and payable. Based upon the Company's current
      projections, it does not believe that it will comply with the existing
      financial covenants unless they are modified or waived. If there is no
      modification or waiver, the Company may not be able to repay its debt or
      borrow sufficient funds to refinance it. Even if new financing is
      available, it may not be on terms that are acceptable to the Company.

      The Company is concentrating its efforts on making all of its ongoing
      operations profitable and in capitalizing on its existing operations'
      strengths to restore profitability. The Company has selectively pared down
      the number of stores it operates and its product offerings to reduce
      overall costs and to improve turnover in the remaining product lines that
      it offers.

      CASH EQUIVALENTS

      For financial reporting purposes, the Company considers all highly liquid
      investments purchased with an original maturity of three months or less to
      be cash equivalents, which balances may, at times, exceed the federally
      insured limits.

      RESTRICTED CASH

      In accordance with the borrowing agreement with Deutsche Financial
      Services (DFS), the Company has a cash account restricted by DFS for the
      purpose of paying down the line of credit. Restricted cash included in the
      cash balances totaled $540 and $242 at July 31, 2002 and 2001,
      respectively.

                                      F-5
<PAGE>

      INVENTORIES

      Inventories are stated at the lower of cost or market. Cost is determined
      using the first-in, first-out (FIFO) method for parts inventories and the
      specific identification method for equipment inventories.

      INTANGIBLE ASSETS

      The Company's acquisition strategy has been focused on existing businesses
      with established market share in a contiguous geographic area. Items with
      an indeterminate useful life, such as name recognition, geographical
      location and presence represent value to the Company. The Company uses
      estimates of the useful life of these intangible assets ranging from
      twenty to forty years. These lives are based on the factors influencing
      the acquisition decision and on industry practice. The Company reviews for
      asset impairment on a periodic basis and whenever events or changes in
      circumstances indicate that the carrying amount of the intangible asset
      may not be recoverable. Based on this review, a $2,525 write-down for
      impairment loss on goodwill has been recorded during the fourth quarter of
      the year ended July 31, 2002 and included in other income (expense).

      PROPERTY, PLANT, AND EQUIPMENT

      Property, plant, and equipment are stated at cost less accumulated
      depreciation. Depreciation and amortization are computed using the
      straight-line method over the estimated useful lives of the assets,
      ranging from 5 to 40 years. Expenditures for replacements and major
      improvements are capitalized. Expenditures for repairs, maintenance, and
      routine replacements are charged to expenses as incurred. The cost of
      assets retired or otherwise disposed of and the related accumulated
      depreciation are eliminated from the accounts; any resulting gain or loss
      is included in the results of operations.

      At each balance sheet date, management assesses whether there has been
      permanent impairment in the value of the long-lives assets. The amount of
      any such impairment is determined by comparing anticipated undiscounted
      future cash flows from operating activities with the associated carrying
      value. The factors considered by management in performing this assessment
      include operating results, trends and prospects, as well as the effects of
      obsolescence, demand, competition, and other economic factors.

      REVENUE RECOGNITION

      Revenue on equipment and parts sales is recognized upon shipment of
      products and passage of title. Rental and service revenue is generally
      recognized at the time such services are provided.

      The Company has entered into sales contracts under which the customer may
      require the Company to repurchase equipment at specified dates and
      specified prices. The Company records the proceeds from such sales
      contracts as deferred lease income. The difference between the sale
      contract amount and the repurchase obligation is recognized as revenue
      over the period of the repurchase obligation. The remaining repurchase
      obligation is recorded as a sale if and when the customer does not
      exercise the repurchase option. At July 31, 2002, no repurchase
      obligations were in existence.

      ADVERTISING EXPENSE

      The Company expenses all advertising costs as incurred. Total advertising
      expense for the years ended July 31, 2002, 2001 and 2000 was $176, $221,
      and $320 respectively.

      OTHER INCOME (EXPENSE)

      Other income and expense has historically included gains and losses on the
      sale of fixed assets, amortization of goodwill and miscellaneous income
      associated with contract financing activities. During the year ended July
      31, 2002, other income and expenses also included two significant expense
      items related to the impairment of goodwill and the write-off of financing

                                      F-6
<PAGE>

      discounts. The aggregate impact of these items resulted in additional
      expenses of $4.4 million in the current period.

      INCOME TAXES

      The Company recognizes deferred tax assets and liabilities based upon
      differences between the financial reporting and tax bases of the assets
      and liabilities using the enacted tax rates and laws that are expected to
      be in effect when the differences are expected to be recovered. The
      Company provides a valuation allowance for deferred tax assets for which
      it does not consider realization of such assets to be more likely than
      not.

      TREASURY STOCK

      In April 1998, the Board of Directors authorized the repurchase of up to
      350,000 shares of the Company's common stock in the open market, subject
      to normal trading restrictions. Under this program, the Company purchased
      a total of 230,300 shares of common stock at a cost of $1.49 million in
      fiscal year 1998. Currently, the Company uses shares of treasury stock to
      issue shares upon exercise of outstanding stock options and/or for private
      placements of common stock.

      RECLASSIFICATIONS

      Certain amounts in the 2001 financial statements have been reclassified to
      conform with the 2002 presentation. These reclassifications had no impact
      on net loss or cash flows as previously reported.

      FINANCIAL INSTRUMENTS

      The recorded amounts of cash and cash equivalents, accounts receivable,
      short-term borrowings, accounts payable and accrued liabilities as
      presented in the financial statements approximate fair value because of
      the short-term nature of these instruments. The recorded amount of short
      and long-term borrowings approximates fair value as the actual interest
      rates approximate current competitive rates.

      NET INCOME (LOSS) PER COMMON SHARE

      Basic net income (loss) per common share is computed using the average
      number of common shares outstanding during the period. Diluted net income
      (loss) per share is computed using the average number of common shares and
      common share equivalents outstanding during the period, unless inclusion
      of common share equivalents would be anti-dilutive.

      SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

      A capital lease obligation of $1,942 was incurred in February 1999 when
      the Company entered into a 20-year lease for the Sparks, Nevada facility.
      In the first quarter of fiscal 2001 certain capital leases were converted
      to operating leases resulting in a gain of $720.

<TABLE><CAPTION>
                                                                     Year ended July 31,
                                                         -------------------------------------------
                                                           2002              2001              2000
                                                           ----              ----              ----
<S>                                                      <C>               <C>               <C>
      Cash paid (received) during the year for:
            Interest                                     $ 4,114           $ 5,887           $ 5,922
            Income taxes, net of refunds                     (12)              (12)              219
</TABLE>

      During fiscal year 2001, the Company's obligations under various
      guaranteed buyback obligations were terminated resulting in elimination of
      leased equipment assets of $4,975 and deferred income of $5,982 from the
      prior fiscal year. In fiscal year 2001, in lieu of payment for certain
      professional services provided to the Company, the Company issued 50
      shares of its common stock for $213 to the provider of such professional
      services.

                                      F-7
<PAGE>

      USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the fiscal periods presented.
      Actual results could differ from those estimates.

      RECENT ACCOUNTING PRONOUNCEMENTS

      Business Combinations and Goodwill and Other Intangible Assets

      The Financial Accounting Standards Board (FASB) recently announced the
      issuance of No. 141, "Business Combinations" and No. 142, "Goodwill and
      Other Intangible Assets." The Company has goodwill for which amortization
      has been recorded against in prior periods. The impact of the future
      adoption of FAS 142 has yet to be determined. Amortization of goodwill per
      quarter is $31; amortization of goodwill for the year would be $125.
      During the fourth quarter of fiscal 2002, the Company recorded an
      impairment loss of $2,525 related to the write-off of goodwill.

      On October 3, 2001, the FASB issued Statement of Financial Accounting
      Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived
      Assets" ("SFAS 144). SFAS 144 supersedes SFAS 121 "Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
      Of." SFAS 144 applies to all long-lived assets (including discontinued
      operations) and consequently amends Accounting Principles Board Opinion
      No. 30 (APB 30), "Reporting Results of Operations - Reporting the Effects
      of Disposal of a Segment of a Business, and Extraordinary, Unusual and
      Infrequently Occurring Events and Transaction." SFAS 144 develops one
      accounting model for long-lived assets that are to be disposed of by sale.
      SFAS 144 requires that long-lived assets that are to be disposed of by
      sale be measured at the lower of book value or fair value less cost to
      sell. Additionally, SFAS 144 expands the scope of discontinued operations
      to include all components of an entity with operations that (1) can be
      distinguished from the rest of the entity and (2) will be eliminated from
      the ongoing operations of the entity in a disposal transaction. The
      provisions of this Statement are effective for financial statements issued
      for fiscal years beginning after December 15, 2001, and interim periods
      within those fiscal years, with early application encouraged. The Company
      is in the process of evaluating the effect of SFAS 144 on its financial
      statements.

2.    RELATED PARTY TRANSACTIONS

      The real property and improvements used in connection with the Sacramento
      Operations, and upon which the Sacramento Operation is located, were sold
      by Case for $1,500 to the McLain-Rubin Realty Company, LLC ("MRR"), a
      Delaware limited liability company the owners of which are Messrs. C. Dean
      McLain, the President and a director of the Company, and Robert M. Rubin,
      the Chairman and a director of the Company. Simultaneous with its
      acquisition of the Sacramento Operation real property and improvements,
      MRR leased such real property and improvements to the Company under the
      terms of a 20-year commercial lease agreement dated March 1, 1996 with the
      Company paying an initial annual rate of $168. As of October 1, 2000, the
      Company entered into a renegotiated 7-year lease with an initial annual
      rate of $228. In addition to base rent, the Company is responsible for the
      payment of all related taxes and other assessments, utilities, insurance
      and repairs (both structural and regular maintenance) with respect to the
      leased real property during the term of the lease. The new lease qualifies
      for treatment as an operating lease.

      On December 11, 1997, the real property and improvements used in
      connection with Case's Yuba City, California operation, was purchased by
      McLain-Rubin Realty Company III, LLC ("MRR III"), a Delaware limited
      liability company, the owners of which are Messrs. C. Dean McLain, the
      President and a director of the Company, and Robert M. Rubin, the Chairman
      and a director of the Company. Simultaneous with its acquisition of the
      Yuba City, California real property and improvements, MRR III leased such
      real property and improvements to the

                                      F-8
<PAGE>

      Company under the terms of a 20-year commercial lease agreement dated
      effective December 11, 1997 with the Company paying an initial annual rate
      of $54. As of October 1, 2000, the Company entered into a renegotiated
      7-year lease with an initial annual rate of $66. In addition to base rent,
      the Company is responsible for the payment of all related taxes and other
      assessments, utilities, insurance, and repairs (both structural and
      regular maintenance) with respect to the leased real property during the
      term of the lease. The new lease qualifies for treatment as an operating
      lease.

      In February 1999, the real property and improvements used in connection
      with the Company's Sparks, Nevada operation and upon which such operation
      is located, were sold to McLain-Rubin Realty, L.L.C. (MRR) under the terms
      of a real property purchase and sale agreement. MRR is a Delaware limited
      liability company the owners of which are Messrs. C. Dean McLain, the
      President and Chairman of the Company, and Robert M. Rubin, a director of
      the Company. The sale price was $2,210 in cash at closing. Subsequent to
      the closing of the sale, the Company entered into a 20-year commercial
      lease agreement with MRR for the Sparks, Nevada facility at an initial
      rental rate of $252 per year. The lease is a net lease with payment of
      insurance, property taxes and maintenance costs paid by the Company. The
      sale resulted in a deferred gain which will be amortized over the life of
      the lease pursuant to generally accepted accounting principles. As of
      October 1, 2000, the Company entered into a renegotiated 7-year lease with
      an initial annual rate of $276. The new lease qualifies for treatment as
      an operating lease and the remainder of the deferred gain which was
      previously being amortized over the life of the cancelled lease was all
      recognized in the first quarter of fiscal year 2001.

      On April 1, 2001, the Company entered into a lease with McLain-Rubin
      Realty Company II, LLC ("MRR II"), a Delaware limited liability company,
      the owners of which are Messrs. C. Dean McLain, the President and a
      director of the Company, and Robert M. Rubin, the Chairman and a director
      of the Company, for a 5-year lease on its Vancouver, Washington corporate
      office with an annual rate of $98. In addition to base rent, the Company
      is responsible for the payment of all related taxes and other assessments,
      utilities, insurance, and repairs (both structural and regular
      maintenance) with respect to the leased real property during the term of
      the lease. The lease qualifies for treatment as an operating lease.

3.    INVENTORIES

      Inventories consist of the following:
<TABLE><CAPTION>
                                                                               July 31,         July 31,
                                                                                 2002             2001
                                                                               -------          -------
<S>                                                                            <C>              <C>
            Equipment (net of reserve allowances of $7,770 and $7,489
              respectively):
                  New equipment                                                $13,834          $28,163
                  Used equipment                                                 5,915            7,425

            Parts (net of reserve allowance of $286
              and $282 respectively)                                             7,166            9,279
                                                                               -------          -------
                                                                               $26,915          $44,867
                                                                               =======          =======
</TABLE>

4.    FIXED ASSETS

      Fixed assets consist of the following:
<TABLE><CAPTION>
                                                          July 31,           July 31,
                                                            2002               2001
                                                          --------           --------
<S>                                                       <C>                <C>
            Property, plant, and equipment:
            Land                                          $    522           $    500
            Buildings                                        1,749              1,717
            Machinery and equipment                          3,137              3,997
            Office furniture and fixtures                    2,220              2,377
            Computer hardware and software                   1,501              1,453
            Vehicles                                         1,406              1,964
            Leasehold improvements                             960                958
                                                          --------           --------
                                                            11,495             12,966
</TABLE>
                                      F-9
<PAGE>

<TABLE><CAPTION>
<S>                                                       <C>                <C>
            Less: accumulated depreciation                  (8,060)            (7,382)
                                                          --------           --------
            Property, plant, and equipment (net)          $  3,434           $  5,584
                                                          ========           ========

            Rental equipment fleet                        $ 25,833           $ 28,889
            Less: accumulated depreciation                  (7,137)            (6,862)
                                                          --------           --------
            Rental equipment (net)                        $ 18,696           $ 22,027
                                                          ========           ========
</TABLE>

5.    BORROWINGS

      The Company has inventory floor plan financing arrangements with Case
      Credit Corporation, an affiliate of Case, for Case inventory and with
      other finance companies affiliated with other equipment manufacturers. The
      terms of these agreements generally include a one-month to six-month
      interest free term followed by a term during which interest is charged.
      Principal payments are generally due at the earlier of sale of the
      equipment or twelve to forty-eight months from the invoice date.

      The Company has a $50,000 inventory flooring and operating line of credit
      through Deutsche Financial Services (DFS). The agreement was amended as of
      October 31, 2000 with terms maturing December 31, 2001 and with a floating
      rate based on prime with rates between 0.75% under prime to 2.25% over
      prime depending on the amount of total debt leverage of the Company. This
      amendment waived all prior defaults under the agreement and established
      revised financial covenants to be measured at the Company's second and
      fourth quarters. In addition, the amendment included several, periodic
      mandatory reductions in the credit limit. Amounts may be advanced against
      the Company's assets, including accounts receivable, parts, new equipment,
      rental fleet, used equipment, real property, and vehicles. Interest
      payments on the outstanding balance are due monthly.

      As of June 21, 2002, the Company entered into a Forbearance Agreement with
      DFS under the terms of which DFS raised the interest rate to prime plus 4%
      while the Company is in default and required the Company to pay a $45,000
      fee to DFS for the forbearance. In addition, under the terms of the
      Forbearance Agreement, the Company is required to meet certain financial
      covenants and meet certain debt reduction schedules. At July 31, 2002, the
      Company was in technical default of the DFS Loan Agreement. The Company
      has requested, but has not obtained a waiver letter for the period July
      31, 2002 or thereafter. Although DFS has not called the debt due to such
      defaults, there is no guarantee that DFS will not call this debt at any
      time after July 31, 2002.

      All floor plan debt is classified as current since the inventory to which
      it relates is generally sold within twelve months of the invoice date. The
      following table summarizes the inventory floor plan financing
      arrangements:

<TABLE><CAPTION>
                                                                                            July 31,
                                                                   Maturity          ---------------------
                                               Interest Rate         Date            2002             2001
                                               -------------         ----            ----             ----

<S>                                             <C>                 <C>             <C>              <C>
            Case Credit Corporation             Prime + 2%          8 - 48          $10,974          $14,237
                                                  (6.75%)           months

            Deutsche Financial Services        Prime + 4.00%       12 - 36           41,322           53,384
                                                  (8.75%)           months          -------          -------
                                                                                    $52,296          $67,621
                                                                                    =======          =======
</TABLE>

      At July 31, 2002 and July 31, 2001, the Company was in technical default
      of the Deutsche Financial Services Loan Agreement. There is no guarantee
      that Deutsche Financial Services will not call this debt at any time after
      July 31, 2002. If DFS does call the debt, it will become immediately due
      and payable in full and the Company would not be able to continue
      operations. In addition, if the Company is unable to renew the DFS credit
      facility after December 31, 2001 or replace it with an equivalent or
      better credit facility, there are no assurances that the Company will have
      adequate credit facilities to continue its business.

      In December 2000, the Company completed the sale of $182 principal amount
      of 10% convertible promissory notes due December 31, 2001. In March 2001,
      the Company

                                      F-10
<PAGE>

      completed the sale of an additional $100 principal amount of 10%
      convertible promissory notes due December 31, 2001. The notes are
      convertible, at the option of the holders, into common stock at a minimum
      conversion price of $1.50 per share. The Company may, at its option,
      redeem the notes at the principal amount plus accrued interest any time
      prior to December 31, 2001. The Company has elected to redeem the notes
      and is currently paying off the principal and accrued interest balances
      thereof. The balance of the unpaid principal and accrued interest on the
      convertible notes as of July 31, 2002 is $218.

6.    INCOME TAXES

      The provision (benefit) for income taxes is comprised of the following:

<TABLE><CAPTION>
                                                                Year Ended
                                                                ----------
                                                    July 31,      July 31,      July 31,
                                                      2002          2001          2000
                                                      ----          ----          ----
<S>                                                   <C>           <C>           <C>
            Current:
                Federal                               $-0-          $278          $180
                State                                   48            27            26
                                                      ----          ----          ----
                                                        48           305           206
                                                      ----          ----          ----
            Deferred:
                Federal                                -0-             0           500
                State                                  -0-             0            73
                                                      ----          ----          ----
                                                       -0-             0           573
                                                      ----          ----          ----
            Total provision (benefit)
                for income taxes                      $ 48          $305          $779
                                                      ====          ====          ====
</TABLE>


      The principal reasons for the variation from the customary relationship
      between income taxes at the statutory federal rate and that shown in the
      statement of operations were as follows:

<TABLE><CAPTION>
                                                                    Year Ended
                                                                    ----------
                                                     July 31,         July 31,           July 31,
                                                      2002             2001               2000
                                                      ----             ----               ----
<S>                                                  <C>              <C>                <C>
          Statutory federal income tax rate          (34.0%)          (34.0%)            (34.0%)
          State income taxes, net of
               federal income tax benefit             (5.0%)            (4.3%)            (2.9%)
          Valuation allowance                         39.3%             38.3%             46.1%
          Other                                        0.2%              4.0%              2.9%
                                                       ---               ---              ----
                                                       0.5%              4.0%             12.1%
                                                       ===               ===              ====
</TABLE>

      Temporary differences and carry forwards which give rise to a significant
      portion of deferred tax assets and liabilities were as follows:

<TABLE><CAPTION>
                                                                        Year Ended
                                                                        ----------
                                                                July 31,          July 31,
                                                                  2002              2001
                                                                -------           -------
<S>                                                             <C>               <C>
            Deferred assets:
                      Inventory                                 $ 2,804           $ 2,734
                      Accounts receivable                           252               373
                      Accrued vacation and bonuses                   75                83
                      NOL Carryforward                              -0-             5,997
                      Other accruals                                 60                75
                                                                -------           -------
                      Current Deferred Tax Asset                  3,191             9,262
                      Less-Valuation Allowance                   (3,191)           (6,721)
                                                                -------           -------
                      Net Current Deferred Tax Asset                -0-             2,541
                                                                -------           -------
                  Deferred liabilities:
                      Fixed Assets                               (2,542)           (2,385)
                      Goodwill and intangibles                      774              (156)
                      NOL Carryforward                            9,935               -0-
                      Long-term Deferred Tax Liability            8,167            (2,541)
                                                                -------           -------
                      Less- Valuation Allowance                  (8,167)              -0-
                                                                -------           -------
                      Net Deferred Tax Asset                    $     0           $     0
                                                                =======           =======
</TABLE>

                                      F-11
<PAGE>

      The Company has recorded a valuation allowance to reflect the estimated
      amount of deferred tax assets that may not be realized due to the
      expiration of net operating losses and tax credit carryovers. The
      valuation allowance primarily related to federal and state net operating
      losses, which may not be realized. The ultimate realization of deferred
      tax assets is dependent upon the generation of future taxable income
      during the periods in which those temporary differences become deductible.
      The Company considers projected future taxable income and tax planning
      strategies in making this assessment. Based on the historical taxable
      income and projections for future taxable income over the periods that the
      deferred tax assets are deductible, the Company believes it is more likely
      than not that the Company will not realize the benefits of these
      deductible differences in the near future.

7.    STOCKHOLDERS' EQUITY

      STOCK OPTION PLANS

      Under the Company's 1995 Employee Stock Option Plan, key employees,
      officers, directors, and consultants of the Company can receive incentive
      stock options and non-qualified stock options to purchase up to an
      aggregate of 1,500,000 shares of the Company's common stock. The plan
      provides that the exercise price of incentive stock options be at least
      equal to 100 percent of the fair market value of the common stock on the
      date of grant. With respect to non-qualified stock options, the plan
      requires that the exercise price be at least 85 percent of fair value on
      the date such option is granted. Outstanding options expire no later than
      ten years after the date of grant.

      In December 1995, the Board of Directors adopted a stock option plan for
      non-employee directors under which each non-employee director is entitled
      to receive on August 1 of each year beginning August 1, 1996, options to
      purchase 2,500 shares of the Company's common stock at the fair market
      value of the stock at the date of grant. In January 1998, the Company's
      shareholders approved an amendment to this plan increasing the number of
      shares for which options are granted yearly to non-employee directors from
      2,500 to 5,000. Outstanding options expire no later than ten years after
      the date of grant.

      During fiscal year 2002 and 2001 no options were exercised.

      During 1995, the Financial Accounting Standards Board issued SFAS 123,
      "Accounting for Stock Based Compensation," which defines a fair value
      method of accounting for an employee stock option or similar equity
      instrument. That pronouncement encourages all entities to adopt that
      method of accounting for all compensation costs related to stock options
      issued to all employees under these plans, but permits companies to
      continue using the intrinsic value method of accounting prescribed by the
      Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for
      Stock Issued to Employees." Entities electing to remain with the
      accounting in APB 25 must make pro forma disclosures of net income and
      earnings per share, as if the fair value based method of accounting
      defined in this statement has been applied.

      The Company has elected to account for its stock based compensation under
      APB 25; however, as required by SFAS 123, the Company has computed for pro
      forma disclosure purposes the value of options granted during fiscal years
      2001, 2000, and 1999 using the Black-Scholes option pricing model. The
      weighted average assumptions used for stock option grants for fiscal years
      2001, 2000, and 1999 were:

<TABLE><CAPTION>
                                             FY01                  FY00                  FY99
                                             ----                  ----                  ----
<S>                                          <C>                 <C>                   <C>
           Risk free interest rate           4.35%               4.85-5.45%            4.85-5.45%

           Expected dividend yield             0%                    0%                    0%

           Expected life                    4 years               4 years               4 years

           Expected volatility              116.21%                93.31%                62.56%
</TABLE>

                                      F-12
<PAGE>

      Adjustments for forfeitures are made as they occur. For the years ended
      July 31, 2002, 2001, and 2000, the total value of the options granted, for
      which no previous expense has been recognized, was computed as
      approximately $ -0- for each year. The weighted average fair value per
      share of the options granted in fiscal years 2002, 2001, and 2000 are
      $-0-, $-0-, and $ 0.53, respectively.

      If the Company had accounted for these stock options issued to employees
      in accordance with SFAS 123, the Company's net loss and pro forma net loss
      and net loss per share and pro forma net loss per share would have been
      reported as follows.

           Year Ended July 31, 2002
           ------------------------
                                                 Basic           Diluted
                              Net Loss           E.P.S.           E.P.S.
                              --------           ------           ------

           As Reported       $ (9,887)          ($2.47)          ($2.47)
           Pro Forma         $ (9,887)          ($2.47)          ($2.47)

           Year Ended July 31, 2001
           ------------------------
                                                 Basic           Diluted
                              Net Loss           E.P.S.           E.P.S.
                              --------           ------           ------

           As Reported       $ (7,841)          ($2.30)          ($2.30)
           Pro Forma         $ (8,162)          ($2.30)          ($2.40)

           Year Ended July 31, 2000
           ------------------------
                                                 Basic           Diluted
                             Net Income          E.P.S.           E.P.S.
                              --------           ------           ------
           As Reported       $ (7,198)          ($2.18)          ($2.18)
           Pro Forma         $ (7,206)          ($2.18)          ($2.18)

      The effects of applying SFAS 123 for providing pro forma disclosure for
      fiscal years 2002, 2001 and 2000 are not likely to be representative of
      the effects on reported net income and earnings per share for future years
      since options vest over several years and additional awards are made each
      year.

      The following summarizes the stock option transactions under the Company's
      stock option plans:
                                                  Shares       Weighted Average
                                                   (000)         Option Price

           Options outstanding July 31, 1999:      1,513              4.56

           Exercised                                 (50)             5.13
           Surrendered                            (1,453)             4.64
           Granted                                   --                --

           Options outstanding July 31, 2000:         10              4.56

           Exercised                                 --                --
           Surrendered                               --                --
           Granted     1,200                        0.53

           Options outstanding July 31, 2001        1,210             0.56

           Exercised                                 --                --
           Surrendered                               --                --
           Granted                                    -0-              -0-

           Options outstanding July 31, 2002        1,210             0.56

                                      F-13
<PAGE>

      The following table sets forth the exercise prices, the number of options
      outstanding and exercisable, and the remaining contractual lives of the
      Company's stock options at July 31, 2001:

<TABLE><CAPTION>
   -------------- ----------------- ---------------- --------------------------- ----------------- ----------------
                      NUMBER OF         WEIGHTED           WEIGHTED AVERAGE          NUMBER OF         WEIGHTED
                       OPTIONS           AVERAGE            CONTRACTUAL               OPTIONS           AVERAGE
   EXERCISE PRICE    OUTSTANDING     EXERCISE PRICE        LIFE REMAINING           EXERCISABLE     EXERCISE PRICE
   -------------- ----------------- ---------------- --------------------------- ----------------- ----------------
<S>    <C>             <C>               <C>                    <C>                   <C>               <C>
       $4.375          10,000            $4.375                 5.00                  10,000            $4.375
   -------------- ----------------- ---------------- --------------------------- ----------------- ----------------
       $0.531       1,200,000            $0.531                 8.50               1,200,000            $0.531
   -------------- ----------------- ---------------- --------------------------- ----------------- ----------------
</TABLE>

8.    COMMITMENTS AND CONTINGENCIES

      The Company leases certain facilities under noncancelable lease
      agreements. As more fully described in Note 3, the building portion of
      some of the Company's facility leases qualify under SFAS 13 as "capital
      leases" (i.e., an acquisition of an asset and the incurrence of a
      liability). The remaining facility lease agreements have terms ranging
      from month-to-month to nine years and are accounted for as operating
      leases. Certain of the facility lease agreements provide for options to
      renew and generally require the Company to pay property taxes, insurance,
      and maintenance and repair costs. Total rent expense under all operating
      leases aggregated $1,535, $2,280, and $2,129 for the years ended July 31,
      2002, 2001, and 2000, respectively.

      The Company is involved in various legal proceedings which are incidental
      to the industry and for which certain matters are covered in whole or in
      part by insurance or, otherwise, the Company has recorded accruals for
      estimated settlements. Management believes that any liability which may
      result from these proceedings will not have a material adverse effect on
      the Company's consolidated financial statements.

      Assets recorded under capital leases are recorded in fixed assets and are
      as follows:

<TABLE><CAPTION>
                                                   July 31,          July 31,          July 31,
                                                     2002              2001              2000
                                                   -------           -------           -------
<S>                                                <C>               <C>               <C>
            Capitalized asset value                $ 1,043           $   937           $ 4,553
            Less accumulated amortization             (369)             (262)             (667)
                                                   -------           -------           -------
                                                   $   674           $   675           $ 3,886
                                                   =======           =======           =======
</TABLE>

      Net capitalized asset values are included in Property, Plant and
Equipment. Future minimum lease payments under all noncancelable leases as of
July 31, 2002, are as follows:

<TABLE><CAPTION>
                                                                     Capital            Operating
           Year ending July 31,                                      leases              leases
           --------------------                                      ------              ------
<S>            <C>                                                       <C>              <C>
               2003                                                      134              1,534
               2004                                                      126              1,356
               2005                                                      108              1,090
               2006                                                      124                900
               Thereafter                                              1,204              1,921
                                                                    --------            -------
               Total annual lease payments                          $  1,696            $ 6,801
                                                                                        =======

               Less amount representing interest, with imputed
                    interest rates ranging from 6% to 15%                850
                                                                    --------
               Present value of minimum lease payments                   938
               Less current portion                                        8
                                                                    --------
               Long-term portion                                    $    930
                                                                    ========
</TABLE>

      The Company issues purchase orders to Case Corporation for equipment
      purchases. Upon acceptance by Case, these purchases become noncancelable
      by the Company. As of July 31, 2002, such purchase commitments totaled
      $4,100,951.

                                      F-14
<PAGE>

9.    SEGMENT INFORMATION

      In fiscal 1999, the Company adopted Statement of Financial Accounting
      Standards No. 131 (SFAS 131), "Disclosures about Segments of an Enterprise
      and Related Information," which requires the reporting of certain
      financial information by business segment. For the purpose of providing
      segment information, management believes that all of the Company's
      operations consist of one segment. However, the Company evaluates
      performance based on revenue and gross margin of three distinct business
      components. Revenue and gross margin by component are summarized as
      follows:

<TABLE><CAPTION>
<S>                                     <C>                     <C>                     <C>
--------------------------------------- ----------------------- ----------------------- -----------------------
          Business Component                  Year Ended              Year Ended              Year Ended
             Net Revenues                   July 31, 2002           July 31, 2001           July 31, 2000
--------------------------------------- ----------------------- ----------------------- -----------------------
Equipment Sales                               $  73,909               $  84,065               $  92,513
--------------------------------------- ----------------------- ----------------------- -----------------------
Equipment Rental                                  5,747                  20,817                  26,334
--------------------------------------- ----------------------- ----------------------- -----------------------
Product Support                                  28,332                  35,020                  36,790
--------------------------------------- ----------------------- ----------------------- -----------------------
    Totals                                    $ 107,988               $ 139,902               $ 155,637
--------------------------------------- ----------------------- ----------------------- -----------------------

--------------------------------------- ----------------------- ----------------------- -----------------------
          Business Component                  Year Ended              Year Ended              Year Ended
            Gross Margins                   July 31, 2002           July 31, 2001           July 31, 2000
--------------------------------------- ----------------------- ----------------------- -----------------------
Equipment Sales                               $   4,343               $    (641)              $     (66)
--------------------------------------- ----------------------- ----------------------- -----------------------
Equipment Rental                                    727                   4,566                   5,556
--------------------------------------- ----------------------- ----------------------- -----------------------
Product Support                                   4,676                   5,895                   6,048
--------------------------------------- ----------------------- ----------------------- -----------------------
    Totals                                    $   9,746               $   9,820               $  11,538
--------------------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

      There are no inter-segment revenues. Asset information by reportable
      segment is not reported, since the Company does not produce such
      information internally.










                                      F-15
<PAGE>

10.   UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA

<TABLE><CAPTION>
                                                                                      Quarter
                                                                                      -------                              Total
                                                 First             Second              Third             Fourth             Year
                                                 -----             ------              -----             ------             ----
<S>                                            <C>                <C>                <C>                <C>               <C>
Fiscal 2002:

      Net sales                                $28,499            $26,229            $25,568            $27,691           $107,988
      Gross Profit                               4,117              2,850              2,538                241              9,746
      Net income (loss)                            357               (766)              (721)            (8,757)            (9,887)
      Basic income (loss) per share               0.10              (0.22)             (0.21)             (2.14)             (2.47)
      Diluted income (loss) per share             0.10              (0.22)             (0.21)             (2.14)             (2.47)


                                                                                      Quarter
                                                                                      -------                              Total
                                                 First             Second              Third             Fourth             Year
                                                 -----             ------              -----             ------             ----
Fiscal 2001:

      Net sales                                $37,783            $34,299            $33,641            $34,179           $139,902
      Gross Profit                               4,858              2,957              2,358               (353)             9,820
      Net income (loss)                            461              1,695             (5,119)            (4,879)            (7,842)
      Basic income (loss) per share               0.14               0.51              (1.53)             (1.46)             (2.30)
      Diluted income (loss) per share             0.14               0.51              (1.53)             (1.46)             (2.30)
</TABLE>

      During the fourth quarter of fiscal 2002, the Company recorded three
      significant expense items which, in the aggregate, reduced net income by
      $8.1 million and gross margin by $3.8 million in the quarter. These three
      expense items consisted of an increase in the inventory valuation
      allowance of $3.7 million, the impairment of goodwill aggregating $2.5
      million, and the write-down of recorded financing discounts aggregating
      $1.9 million.
















                                      F-16
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Western Power & Equipment Corp.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Western
Power & Equipment Corp. and its subsidiary at July 31, 2002, and the results of
their operations and their cash flows for the year ended July 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America. 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 of these statements in
accordance with auditing standards generally accepted in the United States of
America, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses from
operations and has a working capital deficit for the year ended July 31, 2002.
Further, as discussed in Note 5 to the financial statements, the Company is in
technical default of its loan agreement and has not obtained a waiver or
revisions to the agreement from the financial institution. Accordingly, the
financial institution at any time may call the outstanding borrowings, which
aggregated $41.3 million at July 31, 2002. Such factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The financial
statements do not include any adjustment that might result from the outcome of
this uncertainty.



MOSS ADAMS LLP
Beaverton, Oregon
October 15, 2002




                                      F-17
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Western Power & Equipment Corp.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Western
Power & Equipment Corp. and its subsidiary at July 31, 2001, and the results of
their operations and their cash flows for each of the two years in the period
ended July 31, 2001, in conformity with accounting principles generally accepted
in the United States of America. 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 of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses from
operations and has a working capital deficit at July 31, 2001. Further, as
discussed in Note 5 to the financial statements, the Company is in technical
default of its loan agreement and has not obtained a waiver or revisions to the
agreement from the financial institution. Accordingly, the financial institution
at any time may call the outstanding borrowings, which aggregated $53.4 million
at July 31, 2001. Such factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.



PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
October 6, 2001


                                      F-18
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS
                          FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and
Stockholders of Western Power & Equipment Corp.

Our audits of the consolidated financial statements referred to in our report
dated October 15, 2002 appearing on page F-17 of this Annual Report on Form 10-K
also included an audit of the financial statement schedules listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.




MOSS ADAMS LLP
Beaverton, Oregon
October 15, 2002
























                                      F-19
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS
                          FINANCIAL STATEMENT SCHEDULE


To the Board of Directors and Stockholders of
Western Power & Equipment Corp.


Our audits of the consolidated financial statements as of July 31, 2001 and for
each of the two years in the period ended July 31, 2001 referred to in our
report dated October 6, 2001 appearing on page F-18 of this Annual Report on
Form 10-K also included an audit of the financial statement schedule for the
year ended July 31, 2001 listed in Item 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule for the year ended July 31, 2001
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.


PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
October 6, 2001




















                                      F-20
<PAGE>

                                                                     SCHEDULE II

                         WESTERN POWER & EQUIPMENT CORP.

                       VALUATION AND QUALIFYING ACCOUNTS
                For the Fiscal Years Ended July 31, 2001 and 2000

                             (DOLLARS IN THOUSANDS)

<TABLE><CAPTION>
                                           Balance at      Charged to     Charged to                      Balance at
                                           Beginning       Costs and        Other                           End of
          DESCRIPTION                      of Period        Expenses       Accounts      Deductions         Period
          -----------                      ---------        --------       --------      ----------         ------
<S>                                        <C>              <C>              <C>          <C>               <C>
ACCOUNTS RECEIVABLE RESERVE:

  Fiscal year ended July 31, 2002          $   948          $   119          $--          $  (421)          $   646

  Fiscal year ended July 31, 2001              563              544           --             (159)              948

INVENTORY RESERVE:
  Fiscal year ended July 31, 2002            7,771            6,616           --           (6,331)            8,056

  Fiscal year ended July 31, 2001            5,052            4,106           --           (1,387)            7,771
</TABLE>











                                      F-21

<PAGE>

                                   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.

                                                 WESTERN POWER & EQUIPMENT CORP.


                                                 BY:/S/ C. DEAN MCLAIN
                                                    ----------------------------
                                                 C. DEAN MCLAIN, PRESIDENT AND
                                                 CHIEF EXECUTIVE OFFICER

         Pursuant to the requirements of the Securities 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                          TITLE                            DATE
---------                          -----                            ----


/S/ C. DEAN MCLAIN            PRESIDENT, CHIEF                NOVEMBER 13, 2002
--------------------------    EXECUTIVE OFFICER,
 C. DEAN MCLAIN               AND CHAIRMAN


/S/ MARK J. WRIGHT            VICE PRESIDENT OF FINANCE,      NOVEMBER 13, 2002
--------------------------    CHIEF FINANCIAL AND PRINCIPAL
 MARK J. WRIGHT               ACCOUNTING OFFICER,
                              TREASURER AND SECRETARY


/S/ ROBERT M. RUBIN           DIRECTOR                        NOVEMBER 13, 2002
--------------------------
 ROBERT M. RUBIN


/S/ DR. SEYMOUR KESSLER       DIRECTOR                        NOVEMBER 13, 2002
--------------------------
DR. SEYMOUR KESSLER


/S/ ALLEN PERRES              DIRECTOR                        NOVEMBER 13, 2002
--------------------------
ALLEN PERRES


/S/ IRWIN PEARL               DIRECTOR                        NOVEMBER 13, 2002
--------------------------
IRWIN PEARL


<PAGE>

I, C. Dean McLain, certify that:

            1. I have reviewed this annual report on Form 10-K of Western Power
& Equipment Corp.;

            2. Based on my knowledge, this annual 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
annual report;

            3.Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;


Date: November 13, 2002


/s/ C. Dean McLain
-------------------------------------
Chief Executive Officer and President




<PAGE>

I, Mark J. Wright, certify that:

            1. I have reviewed this annual report on Form 10-K of Western Power
& Equipment Corp.;

            2. Based on my knowledge, this annual 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
annual report;

            3.Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;


Date: November 13, 2002


/s/ Mark J. Wright
-------------------------------------
Chief Financial Officer and Vice President of Finance