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

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Quarter Ended April 30, 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)                     I.D. number)

6407-B N.E. 117th Avenue, Vancouver, WA                        98662
---------------------------------------                        -----
(Address of principal executive offices)                     (Zip Code)


                    Registrant's telephone no.: 360-253-2346
                                                ------------



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 and 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.

                Title of Class                          Number of shares
                 Common Stock                             Outstanding
         (par value $.001 per share)                       3,403,162
================================================================================
<PAGE>

                         WESTERN POWER & EQUIPMENT CORP.
                                      INDEX


PART I.  FINANCIAL INFORMATION                                       Page Number

         Item 1.  Financial Statements

          Consolidated Balance Sheet
            April 30, 2002 (Unaudited) and July 31, 2001..............    1

          Consolidated Statement of Operations
            Three months ended April 30, 2002 (Unaudited)
            and April 30, 2001 (Unaudited)............................    2

       Consolidated Statement of Operations
             Nine months ended April 30, 2002 (Unaudited)
             And April 30, 2001 (Unaudited)...........................    3

          Consolidated Statement of Cash Flows
            Nine months ended April 30, 2002 (Unaudited)
            and April 30, 2001 (Unaudited)............................    4

          Notes to Consolidated Financial Statements..................    5 - 7

         Item 2.  Management's Discussion and Analysis of
                    Financial Condition and Operating Results.........    8 - 10


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...................................    N/A

         Item 2.  Changes in Securities...............................    N/A

         Item 3.  Defaults Upon Senior Securities.....................    N/A

         Item 4.  Submission of Matters to a Vote of Security
                           Holders....................................    11

         Item 5.  Other Information...................................    N/A

         Item 6.  Exhibits and Reports on Form 8-K....................    N/A
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS
         --------------------

                         WESTERN POWER & EQUIPMENT CORP.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)

<TABLE><CAPTION>
                                                                  April 30,          July 31,
                                                                    2002               2001
                                                                  --------           --------
                                                                 (Unaudited)
<S>                                                               <C>                <C>
                ASSETS
Current assets:
    Cash and cash equivalents ..........................          $     59           $    770
    Accounts receivable, less allowance for
      doubtful accounts of $683 and $948 ...............             8,385             14,295
    Inventories ........................................            32,091             44,867
    Prepaid expenses ...................................               214                298
    Deferred income taxes ..............................             2,541              2,541
                                                                  --------           --------
         Total current assets ..........................            43,290             62,771

Fixed Assets:
    Property, plant and equipment (net) ................             4,529              5,584
    Rental equipment fleet (net) .......................            21,015             22,027
                                                                  --------           --------
         Total fixed assets ............................            25,544             27,611

Intangibles and other assets, net of accumulated
      amortization of $902 and $808 ....................             2,608              2,720
                                                                  --------           --------
Total assets ...........................................          $ 71,442           $ 93,102
                                                                  ========           ========

               LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
    Borrowings under floor plan financing ..............          $  8,262           $ 14,237
    Short-term borrowings ..............................            45,412             53,384
    Convertible debt ...................................               247                182
    Accounts payable ...................................             6,832             11,591
    Accrued payroll and vacation .......................               497              1,754
    Other accrued liabilities ..........................             1,103              1,716
    Capital lease obligation ...........................                13                 18
                                                                  --------           --------
        Total current liabilities ......................            62,366             82,882

Deferred income taxes ..................................             2,541              2,541
Capital lease obligation ...............................               905                920
Long-term borrowings ...................................                 8                  8
                                                                  --------           --------
      Total long-term liabilities ......................             3,454              3,469
                                                                  --------           --------
Total liabilities ......................................            65,820             86,351
                                                                  --------           --------

Stockholders' equity:
    Preferred stock-10,000,000 shares authorized;
      none issued and outstanding ......................              --                 --
    Common stock-$.001 par value; 20,000,000 shares
      authorized; 3,403,162 issued and outstanding .....                 4                  4
    Additional paid-in capital .........................            15,894             15,894
    Retained earnings ..................................            (9,432)            (8,303)
    Less common stock in treasury, at cost
      (130,300 shares) .................................              (844)              (844)
                                                                  --------           --------
        Total stockholders' equity .....................             5,622              6,751
                                                                  --------           --------
Total liabilities and stockholders' equity .............          $ 71,442           $ 93,102
                                                                  ========           ========
</TABLE>
                 See accompanying notes to financial statements.

                                       1
<PAGE>


                         WESTERN POWER & EQUIPMENT CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                (Dollars in thousands, except per share amounts)

<TABLE><CAPTION>
                                                                Three Months Ended
                                                                    April 30,
                                                             2002               2001
                                                           --------           --------
<S>                                                        <C>                <C>
Net revenue ..........................................     $ 25,568           $ 33,641

Cost of revenues .....................................       23,030             31,283
                                                           --------           --------

Gross profit .........................................        2,538              2,358

Selling, general and administrative expenses .........        2,355              3,117
                                                           --------           --------

Operating Income .....................................          183               (759)

Other income (expense):
    Interest expense .................................         (935)            (1,425)
    Other income (expense) ...........................           43                108
                                                           --------           --------

Loss before taxes ....................................         (709)            (2,076)

Income tax provision .................................           12              3,043
                                                           --------           --------

Net Loss .............................................     $   (721)          $ (5,119)
                                                           ========           ========

Basic loss per common share ..........................     $  (0.21)          $  (1.53)
                                                           ========           ========

Average outstanding common shares for
  basic earnings per share ...........................        3,403              3,371
                                                           ========           ========

Average outstanding common shares and equivalents
  for diluted earnings per share .....................        3,403              3,371
                                                           ========           ========

Diluted loss per share ...............................     $  (0.21)          $  (1.53)
                                                           ========           ========
</TABLE>
                 See accompanying notes to financial statements.

                                       2
<PAGE>

                         WESTERN POWER & EQUIPMENT CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                (Dollars in thousands, except per share amounts)

<TABLE><CAPTION>
                                                                      Nine Months Ended
                                                                          April 30,
                                                                   2002               2001
                                                                 --------           ---------
<S>                                                              <C>                <C>
Net revenue ...........................................          $ 80,297           $ 105,723

Cost of revenues ......................................            70,792              95,550
                                                                 --------           ---------

Gross profit ..........................................             9,505              10,173

Selling, general and administrative expenses ..........             7,476               9,473
                                                                 --------           ---------

Operating Income ......................................             2,029                 700

Other income (expense):
    Interest expense ..................................            (3,220)             (4,654)
    Other income ......................................                97               1,283
                                                                 --------           ---------

Loss before taxes .....................................            (1,093)             (2,671)

Income tax provision ..................................                36                 292
                                                                 --------           ---------

Net Loss ..............................................          $ (1,129)          $  (2,963)
                                                                 ========           =========

Basic earnings per common share .......................          $  (0.33)          $   (0.88)
                                                                 ========           =========

Average outstanding common shares for
  basic earnings per share ............................             3,403               3,358
                                                                 ========           =========

Average outstanding common shares and equivalents
  for diluted earnings per share ......................             3,403               3,358
                                                                 ========           =========

Diluted loss per share ................................          $  (0.33)          $   (0.88)
                                                                 ========           =========
</TABLE>
                 See accompanying notes to financial statements.

                                       3
<PAGE>

                         WESTERN POWER & EQUIPMENT CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in thousands)

<TABLE><CAPTION>
                                                                       Nine Months Ended
                                                                           April 30,
                                                                    2002               2001
                                                                  --------           --------
<S>                                                               <C>                <C>
Cash flows from operating activities:
    Net income .........................................          $ (1,129)          $ (2,963)
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation ...................................             5,742              7,220
        Amortization ...................................                94                 93
        Gain on sale of fixed assets ...................              (643)              (772)
        Compensation Related to Stock Option ...........                                  113
      Stock in lieu of Services Rendered ...............                                  100
        Changes in assets and liabilities:
            Accounts receivable ........................             4,482              6,131
            Inventories ................................            10,155              5,701
            Leased equipment, net ......................               -0-              4,423
            Prepaid expenses ...........................                83                (72)
            Accounts payable ...........................            (4,342)            (1,559)
            Accrued payroll and vacation ...............              (282)                36
            Other accrued liabilities ..................              (172)              (288)
            Deferred lease income ......................               -0-             (5,009)
            Income taxes receivable/payable ............                (3)               400
            Other assets/liabilities ...................              (122)               -0-
                                                                  --------           --------
    Net cash provided by operating activities ..........            13,863             13,554
                                                                  --------           --------
Cash flow from investing activities:
    Purchase of fixed assets ...........................              (171)              (852)
    Purchase/sales of rental equipment, net ............            (4,280)               305
    Proceeds on sale of fixed assets ...................               321                260
    Proceeds on sale of rental equipment ...............             3,717                -0-
    Purchase of intangibles ............................                18                 (5)
                                                                  --------           --------
    Net cash used in investing activities ..............              (395)              (292)
                                                                  --------           --------
Cash flows from financing activities:
    Principal payments on capital leases ...............               (20)                 3
    Inventory floor-plan financing .....................            (5,956)              (115)
    Short-term financing ...............................            (7,992)           (13,908)
    Convertible Debt ...................................                65                182
                                                                  --------           --------
    Net cash used in financing activities ..............           (13,903)           (13,838)
                                                                  --------           --------

Decrease in cash and cash equivalents ..................              (435)              (576)
Cash and cash equivalents at beginning of
 period ................................................               494                824
                                                                  --------           --------

Cash and cash equivalents at end of period .............          $     59           $    248
</TABLE>
                 See accompanying notes to financial statements.

                                       4
<PAGE>

                         Western Power & Equipment Corp.

                   Notes to Consolidated Financial Statements
                             (Dollars in thousands)

1.       BASIS OF PRESENTATION

The financial information included in this report has been prepared in
conformity with the accounting principles and practices reflected in the
financial statements for the preceding year included in the annual report on
Form 10-K for the year ended July 31, 2001 filed with the Securities and
Exchange Commission. All adjustments are of a normal recurring nature and are,
in the opinion of management, necessary for a fair statement of the results for
the interim periods. This report should be read in conjunction with the
Company's financial statements included in the annual report on Form 10-K for
the year ended July 31, 2001 filed with the Securities and Exchange Commission.

2.       INVENTORIES

Inventories consist of the following:
                                                      April 30,        July 31,
                                                        2002             2001
                                                      -------          -------
         Equipment (net of reserve allowances of
          $4,794 and $7,489 respectively):
           New equipment                              $18,057          $28,163
           Used equipment                               6,416            7,425

         Parts (net of reserve allowance of $198
          and $282 respectively)                        7,618            9,279
                                                      -------          -------

                                                      $32,091          $44,867
                                                      =======          =======

3.       FIXED ASSETS

Fixed Assets consist of the following:

                                                      April 30,      July 31,
                                                        2002           2001
                                                      --------       --------
         Operating property, plant and equipment:
           Land                                       $    500       $    500
             Buildings                                   1,733          1,717
            Machinery and equipment                      3,744          3,997
           Office furniture and fixtures                 2,232          2,377
           Computer hardware and software                1,454          1,453
           Vehicles                                      1,433          1,964
           Leasehold improvements                          960            958
                                                      --------       --------
                                                        12,056         12,966
           Less: accumulated depreciation               (7,527)        (7,382)
                                                      --------       --------
         Property, plant, and equipment (net)         $  4,529       $  5,584
                                                      ========       ========

         Rental equipment fleet                       $ 28,245       $ 28,889
           Less: accumulated depreciation               (7,230)        (6,862)
                                                      --------       --------
         Rental equipment (net)                       $ 21,015       $ 22,027
                                                      ========       ========

                                       5
<PAGE>


4.       SHORT-TERM BORROWINGS

         As of October 31, 2000, the Company and Deutsche Financial Services
         (DFS) signed an amendment to the existing loan and security agreement.
         The 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 amended
         DFS facility is a floating rate facility 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 April 30, 2002, the DFS
         credit facility had expired without extension or renewal and the
         Company was in technical default of the financial covenants in the DFS
         credit facility at the time of such expiration. The Company has not
         received an extension or renewal of the credit facility or a waiver of
         the defaults from DFS and although DFS has not called the loan, there
         is no guarantee that it will not do so at anytime in the future.

         The Company currently is in negotiations with DFS to extend or renew
         the credit facility beyond its expiration on December 28, 2001. The
         Company believes that it can reach agreement with DFS to extend or
         renew the agreement on reasonably acceptable terms prior to July 31,
         2002. However, in the event that the Company cannot reach a reasonably
         acceptable agreement to extend or renew the expired DFS credit
         facility, DFS could demand repayment of the entire outstanding balance
         at anytime. In such case, the Company would be unable to repay the
         entire DFS outstanding balance. 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 not call
         the balance due at anytime.






                                       6
<PAGE>

5.       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:

         Business Component    Three Months Ended      Nine Months Ended
         Net Revenues              April 30,               April 30,
                               2002        2001        2002         2001
         ------------------   -------     -------     -------     --------

         Equipment Sales      $18,123     $22,328     $55,542     $ 63,353

         Equipment Rental         924       3,263       3,617       15,651

         Product Support        6,521       8,050      21,138       26,719
                              -------     -------     -------     --------

         Totals               $25,568     $33,641     $80,297     $105,723
                              =======     =======     =======     ========

         Business Component    Three Months Ended      Nine Months Ended
         Gross Margins             April 30,               April 30,
                               2002        2001        2002         2001
         ------------------   -------     -------     -------     --------

         Equipment Sales      $ 1,700     $ 1,073     $ 5,805     $  2,147

         Equipment Rental        (172)        363         451        3,393

         Product Support        1,010         922       3,249        4,633
                              -------     -------     -------     --------

         Total                $ 2,538     $ 2,358     $ 9,505     $ 10,173
                              =======     =======     =======     ========





                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        -----------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
Information included herein 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
restructuring and cost reduction plans; the success of the Company's 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; and
consummation of the merger and asset purchase transactions (see below). Any
forward-looking statements should be considered in light of these factors.

Results of Operations
---------------------

The Three Months and the Nine Months ended April 30, 2002  compared to the Three
---------------------------------------------------------  ---------------------
Months and Nine Months ended April 30, 2001.
--------------------------------------------

Revenues for the three-month period ended April 30, 2002 decreased 24.0% to
$25.6 million compared with $33.6 million for the three-month period ended April
30, 2001. Revenues were down from the prior year's third quarter in every
department and in most store locations. The return of normal weather to the
Pacific Northwest compared with a mild quarter in 2001 contributed in part to
the revenue decrease, along with a generally sluggish economy in many areas.

Revenues for the nine-month period ended April 30, 2002 decreased 24% to $80.3
million compared with $105.7 million for the nine-month period ended April 30,
2001. Revenues were down from the prior year in every department and in most
store locations for the same reasons stated above. In addition the closing of
two stores in the first quarter and one store in the third quarter contributed
to the revenue decrease.

The Company's gross profit margin of 9.9% for the three-month period ended April
30, 2002 was up from the prior year comparative period margin of 7.0%. The
Company's gross profit margin of 11.8% for the nine-months ended April 30, 2002
was up from the comparative period margin of 9.6%. The increase in gross profit
margins was mainly the result of higher gross margins on equipment sales.

For the three-month period ended April 30, 2002, selling, general, and
administrative ("SG&A") expenses, as a percentage of sales, were 9.2%, down from
9.3% for the prior year's quarter. For the nine-month period ended April 30,
2002, SG&A expenses were 9.3% of sales, up from 9.0% in the comparative period
ended April 30, 2001. Some of the increased SG&A expenses are attributable to
costs associated with the closing of three stores during the nine months ended
April 30, 2002 and some ongoing expenses still being incurred for the vacated
locations.

Interest expense for the three months ended April 30, 2002 of $935,000 was down
from the $1,425,000 in the prior year comparative period and for the nine months
ended April 30, 2002 interest expense was $3,220,000 compared with $4,654,000
for the prior year comparative period. This decrease is the result

                                       8
<PAGE>

of reduced overall inventory levels as well as lower average interest rates on
the DFS facility.

The Company had a net loss for the three months ended April 30, 2002 of $721,000
or $0.21 per (basic and diluted) share compared with a net loss of $5,119,000 or
$1.53 per (basic and diluted) for the prior year's comparable quarter and a net
loss of $1,129,000 or $0.33 per(basic and diluted)share for the nine months
ended April 30, 2002 as compared to net loss of $2,963,000 or $0.88 per (basic
and diluted) share for the nine months ended April 30, 2001. The first quarter
of FY01 included a non-recurring pre-tax gain of $589,000 for the conversion of
capital leases to operating leases and a tax charge of $3,043,000 in the third
quarter of 2001.

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 fleet inventories. The Company's
primary source of internal liquidity has been its operations. The Company's
primary sources of external liquidity are equipment inventory floor plan
financing arrangements provided to the Company by the manufacturers of the
products the Company sells, the Deutsche Financial Services ("DFS") credit
facility, and, with respect to acquisitions, secured loans from Case Corporation
(now CNH Global).

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 April 30, 2002,
the Company was indebted under manufacturer-provided floor planning arrangements
in the aggregate amount of $14,633,000.

As of October 31, 2000, the Company and Deutsche Financial Services (DFS) signed
an amendment to the existing loan and security agreement. The 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 amended DFS facility is a floating rate facility 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 April 30, 2002, the DFS
credit facility had expired without extension or renewal and the Company was in
technical default of the financial covenants in the DFS credit facility at the
time of such expiration. The Company has not received an extension or renewal of
the credit facility or a waiver of the defaults from DFS and although DFS has
not called the loan, there is no guarantee that it will not do so at anytime in
the future.

Borrowings under the DFS credit facility are secured by the Company's assets,
including accounts receivable, parts, new equipment, rental fleet, and used
equipment. The Company uses 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. As of April 30, 2002, approximately $45,412,000 was outstanding under the
DFS credit facility.

The Company currently is in negotiations with DFS to extend or renew the credit
facility beyond its current expiration of December 28, 2001. The

                                       9
<PAGE>

Company believes that it can reach agreement with DFS to extend or renew the
agreement on reasonably acceptable terms. However, in the event that the Company
cannot reach a reasonably acceptable agreement to extend or renew the current
DFS credit facility, DFS could demand repayment of the entire outstanding
balance at anytime after December 28, 2001. In such case, the Company would be
unable to repay the entire DFS outstanding balance. There can be no assurance
that the Company will be able to successfully negotiate an acceptable extension
or renewal of the existing DFS credit facility or that DFS will not call the
balance due at anytime after December 28, 2001.

During the nine month period ended April 30, 2002, cash and cash equivalents
decreased by $435,000. The Company had positive cash flow from operating
activities in the first nine months after adding depreciation and amortization
back to the net loss.

The Company's cash and cash equivalents was approximately $59,000 as of April
30, 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.

INVENTORY; EFFECTS OF INFLATION AND INTEREST RATES; GENERAL ECONOMIC CONDITIONS

Controlling inventory is a key ingredient to the success of an equipment
distributor because the equipment 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.

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,
industrial, and agricultural 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 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.

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, industrial, and agricultural 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. The Company
expects the construction equipment market in its store locations to remain flat
or slightly down over the next 6 to 12 months. A larger drop in the construction
equipment market could have a material adverse impact upon the Company's
operating results.



                                       10
<PAGE>

PART II.     OTHER INFORMATION

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

         On May 30, 2002, the Company held its 2001 Annual meeting of
         Stockholders (the "Annual Meeting"). All five of the directors holding
         office prior to the date of the Annual Meeting were nominated for
         election at the Annual Meeting, and all of such persons were reelected
         at the Annual Meeting for another 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 to
         issue 600,000 shares of common stock of the Company to the Robert Rubin
         Family Stock Trust (1,304,384 votes in favor); and to issue options to
         purchase 25,000 shares of common stock of the Company to each of Dr.
         Seymour Kessler and Allen Perres pursuant to the 1995 Stock Option
         Plan, as amended (2,780,381 votes in favor).

         ITEM 5.  OTHER INFORMATION
                  -----------------

                  None.


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

              A.  EXHIBITS.

                  None.

              B.  REPORTS ON FORM 8-K.

                  None.




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<PAGE>


                                    SIGNATURE


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


WESTERN POWER & EQUIPMENT CORP.


June 13, 2002

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















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