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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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

For the Quarter Ended October 31, 2001
Commission File Number 0-26230

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

|DELAWARE(State or other jurisdiction of
incorporation or organization)          |  | 91-1688446(I.R.S. Employer I.D. number)
|------------------------------------------------------------------------------- |  | ---------------------------------------
|6407-B N.E. 117th Avenue, Vancouver, WA(Address of principal executive offices) |  | 98662(Zip Code)                        

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

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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
Common Stock

Number of shares
Outstanding(par value $.001 per share)

3,403,162


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WESTERN POWER & EQUIPMENT CORP.  INDEX

|                               |  |                                                                                                                       |  |                                                                                   |  | Page Number
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------- |  | -----------
|PART I.  FINANCIAL INFORMATION |  |                                                                                                                      
|                               |  | Item 1.                                                                                                               |  | Financial Statements                                                              |  |            
|                               |  | Consolidated Balance Sheet
October 31, 2001 (Unaudited) and July 31, 2001                                             |  | 1                                                                                
|                               |  | Consolidated Statement of Operations
Three months ended October 31, 2001 (Unaudited) and October 31, 2000 (Unaudited) |  | 2                                                                                
|                               |  | Consolidated Statement of Cash Flows
Three months ended October 31, 2001 (Unaudited) and October 31, 2000 (Unaudited) |  | 3                                                                                
|                               |  | Notes to Consolidated Financial Statements                                                                            |  | 4                                                                                
|                               |  | Item 2.                                                                                                               |  | Management's Discussion and Analysis of Financial Condition and Operating Results |  | 7-9        
|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                               |  | N/A        
|                               |  | Item 5.                                                                                                               |  | Other Information                                                                 |  | N/A        
|                               |  | Item 6.                                                                                                               |  | Exhibits and Reports on Form 8-K                                                  |  | 10         

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ITEM 1.FINANCIAL STATEMENTS

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

|                                                                               |                                                                                              | October 31,
2001            |        | July 31,
2001 |       
|------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------- | --------------------------- | ------ | ------------- | ------
|
|ASSETS                                                                         |                                                                                              |                             |        |               |       
|Current assets:                                                                |                                                                                              |                             |        |               |       
|                                                                               | Cash and cash equivalents                                                                    |                             | $      | 51            |       
|                                                                               | Accounts receivable, less allowance for doubtful accounts of $849 and $948                   |                             |        | 11,195        |       
|                                                                               | Inventories                                                                                  |                             |        | 41,057        |       
|                                                                               | Prepaid expenses                                                                             |                             |        | 198           |       
|                                                                               | Deferred income taxes                                                                        |                             |        | 2,541         |       
|                                                                               |                                                                                              |                             |        |               |       
|                                                                               |                                                                                              | Total current assets        |        |               | 55,042
|Fixed Assets:                                                                  |                                                                                              |                             |        |               |       
|                                                                               | Property, plant and equipment (net)                                                          |                             |        | 5,503         |       
|                                                                               | Rental equipment fleet (net)                                                                 |                             |        | 21,332        |       
|                                                                               |                                                                                              |                             |        |               |       
|                                                                               |                                                                                              | Total fixed assets          |        |               | 26,835
|Intangibles and other assets, net of accumulated amortization of $838 and $808 |                                                                                              |                             | 2,679  |               |       
|                                                                               |                                                                                              |                             |        |               |       
|Total assets                                                                   |                                                                                              | $                           | 84,556 |               | $     
|                                                                               |                                                                                              |                             |        |               |       
|LIABILITIES & STOCKHOLDERS' EQUITY                                             |                                                                                              |                             |        |               |       
|Current liabilities:                                                           |                                                                                              |                             |        |               |       
|                                                                               | Borrowings under floor plan financing                                                        |                             | $      | 13,425        |       
|                                                                               | Short-term borrowings                                                                        |                             |        | 49,246        |       
|                                                                               | Convertible debt                                                                             |                             |        | 182           |       
|                                                                               | Accounts payable                                                                             |                             |        | 9,272         |       
|                                                                               | Accrued payroll and vacation                                                                 |                             |        | 865           |       
|                                                                               | Other accrued liabilities                                                                    |                             |        | 974           |       
|                                                                               | Capital lease obligation                                                                     |                             |        | 14            |       
|                                                                               |                                                                                              |                             |        |               |       
|                                                                               |                                                                                              | Total current liabilities   |        |               | 73,978
|Deferred income taxes                                                          |                                                                                              |                             | 2,541  |               |       
|Capital lease obligation                                                       |                                                                                              |                             | 920    |               |       
|Long-term borrowings                                                           |                                                                                              |                             | 8      |               |       
|                                                                               |                                                                                              |                             |        |               |       
|                                                                               |                                                                                              | Total long-term liabilities |        |               | 3,469 
|                                                                               |                                                                                              |                             |        |               |       
|Total liabilities                                                              |                                                                                              |                             | 77,447 |               |       
|                                                                               |                                                                                              |                             |        |               |       
|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             |       
|                                                                               | Additional paid-in capital                                                                   |                             |        | 15,894        |       
|                                                                               | Retained earnings                                                                            |                             |        | (7,945        | )     
|                                                                               | Less common stock in treasury, at cost (130,300 shares)                                      |                             |        | (844          | )     
|                                                                               |                                                                                              |                             |        |               |       
|                                                                               |                                                                                              | Total stockholders' equity  |        |               | 7,109 
|                                                                               |                                                                                              |                             |        |               |       
|Total liabilities and stockholders' equity                                     |                                                                                              | $                           | 84,556 |               | $     
|                                                                               |                                                                                              |                             |        |               |       

See
accompanying notes to financial statements.

1

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

|                                                                                 |                  | Three Months Ended
October 31, |       
|-------------------------------------------------------------------------------- | ---------------- | ------------------------------ | ------
|
|Net revenue                                                                      |                  | $                              | 28,500
|Cost of revenues                                                                 |                  |                                | 24,383
|                                                                                 |                  |                                |       
|Gross profit                                                                     |                  |                                | 4,117 
|Selling, general and administrative expenses                                     |                  |                                | 2,570 
|                                                                                 |                  |                                |       
|Operating Income                                                                 |                  |                                | 1,547 
|Other income (expense):                                                          |                  |                                |       
|                                                                                 | Interest expense |                                |       
|                                                                                 | Other income     |                                |       
|                                                                                 |                  |                                |       
|Income before taxes                                                              |                  |                                | 370   
|Income tax provision                                                             |                  |                                | 12    
|                                                                                 |                  |                                |       
|Net income                                                                       |                  | $                              | 358   
|                                                                                 |                  |                                |       
|Basic earnings per common share                                                  |                  | $                              | 0.11  
|                                                                                 |                  |                                |       
|Average outstanding common shares for basic earnings per share                   |                  |                                | 3,403 
|                                                                                 |                  |                                |       
|Average outstanding common shares and equivalents for diluted earnings per share |                  |                                | 3,403 
|                                                                                 |                  |                                |       
|Diluted earnings per share                                                       |                  | $                              | 0.11  
|                                                                                 |                  |                                |       

See
accompanying notes to financial statements.

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

|                                                 |                                                                                   | Three Months Ended
October 31,     |                                
|------------------------------------------------ | --------------------------------------------------------------------------------- | ---------------------------------- | -------------------------------
|
|Cash flows from operating activities:            |                                                                                   |                                    |                                
|                                                 | Net income                                                                        |                                    | $                              
|                                                 | Adjustments to reconcile net income to net cash provided by operating activities: |                                    |                                
|                                                 |                                                                                   | Depreciation                       |                                
|                                                 |                                                                                   | Amortization                       |                                
|                                                 |                                                                                   | Gain on sale of fixed assets       |                                
|                                                 |                                                                                   | Changes in assets and liabilities: |                                
|                                                 |                                                                                   |                                    | Accounts receivable            
|                                                 |                                                                                   |                                    | Inventories                    
|                                                 |                                                                                   |                                    | Leased equipment, net          
|                                                 |                                                                                   |                                    | Prepaid expenses               
|                                                 |                                                                                   |                                    | Accounts payable               
|                                                 |                                                                                   |                                    | Accrued payroll and vacation   
|                                                 |                                                                                   |                                    | Other accrued liabilities      
|                                                 |                                                                                   |                                    | Deferred lease income          
|                                                 |                                                                                   |                                    | Income taxes receivable/payable
|                                                 |                                                                                   |                                    | Other assets/liabilities       
|                                                 |                                                                                   |                                    |                                
|                                                 | Net cash provided by operating activities                                         |                                    |                                
|                                                 |                                                                                   |                                    |                                
|Cash flow from investing activities:             |                                                                                   |                                    |                                
|                                                 | Purchase of fixed assets                                                          |                                    |                                
|                                                 | Purchase/sales of rental equipment, net                                           |                                    |                                
|                                                 | Proceeds on sale of fixed assets                                                  |                                    |                                
|                                                 | Proceeds on sale of rental equipment                                              |                                    |                                
|                                                 | Purchase of intangibles                                                           |                                    |                                
|                                                 |                                                                                   |                                    |                                
|                                                 | Net cash used in investing activities                                             |                                    |                                
|                                                 |                                                                                   |                                    |                                
|Cash flows from financing activities:            |                                                                                   |                                    |                                
|                                                 | Principal payments on capital leases                                              |                                    |                                
|                                                 | Inventory floor-plan financing                                                    |                                    |                                
|                                                 | Short-term financing                                                              |                                    |                                
|                                                 | Long-term borrowings (repayments)                                                 |                                    |                                
|                                                 |                                                                                   |                                    |                                
|                                                 | Net cash used in financing activities                                             |                                    |                                
|                                                 |                                                                                   |                                    |                                
|Decrease in cash and cash equivalents            |                                                                                   |                                    | (443                           
|Cash and cash equivalents at beginning of period |                                                                                   |                                    | 494                            
|                                                 |                                                                                   |                                    |                                
|Cash and cash equivalents at end of period       |                                                                                   | $                                  | 51                             
|                                                 |                                                                                   |                                    |                                

See
accompanying notes to financial statements.

3

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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:

October 31,
2001

July 31,
2001Equipment (net of reserve allowances of $6,618 and $7,489 respectively):New equipment

$
24,852

$
28,163Used equipment


6,971


7,425Parts (net of reserve allowance of $287 and $282 respectively)


9,234


9,279$
41,057

$
44,867


3. Fixed Assets

Fixed Assets consist of the following:

October 31,
2001

July 31,
2001Operating property, plant and equipment:Land

$
500

$
500Buildings


1,733


1,717Machinery and equipment


3,864


3,997Office furniture and fixtures


2,232


2,377Computer hardware and software


1,453


1,453Vehicles


1,703


1,964Leasehold improvements


943


95812,428


12,966Less: accumulated depreciation


(6,925
)

(7,382
)Property, plant, and equipment (net)

$
5,503

$
5,584Rental equipment fleet

$
29,016

$
28,889Less: accumulated depreciation


(7,684
)

(6,862
)Rental equipment (net)

$
21,332

$
22,027


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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 matures December 28, 2001 and 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 October 31, 2001, the Company was in technical default of the financial covenants in the DFS credit facility. The
Company has not received a waiver of such defaults from DFS and although DFS has not called the loan, there is no guarantee that it will not do so in the future.

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

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

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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:

Three Months Ended
October 31,Business Component
Net Revenues2001

2000Equipment Sales

$
18,878

$
20,851Equipment Rental


1,695


6,983Product Support


7,927


9,949Totals

$
28,500

$
37,783


Three Months Ended
October 31,Business Component
Gross Margins2001

2000Equipment Sales

$
2,162

$
638Equipment Rental


555


1,893Product Support


1,400


2,327Total

$
4,117

$
4,858


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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 ended October 31, 2001 compared to the Three Months ended October 31, 2000.

Revenues for the three-month period ended October 31, 2001 decreased 24.6% to $28.5 million compared with $37.8 million for the
three-month period ended October 31, 2000. Revenues were down from the prior year's first quarter in every department and in most store locations. The closure of two stores during the first
fiscal quarter also contributed to the revenue decrease.

The
Company's gross profit margin of 14.4% for the three-month period ended October 31, 2001 was up from the prior year comparative period margin of 12.9%. The increase in gross
profit margins was partly the result of higher gross margins on equipment sales as well as a higher concentration of overall business coming from the relatively higher margin product support (parts
and service) business.

For
the three-month period ended October 31, 2001, selling, general, and administrative ("SG&A") expenses, as a percentage of sales, were 9.0%, up from 8.7% for the prior year's
quarter. Some of the increased SG&A expenses are attributable to costs associated with the closing of two stores during the first quarter and some ongoing expenses still being incurred for the vacated
locations.

Interest
expense for the three months ended October 31, 2001 of $1,258,000 was down from the $1,679,000 in the prior year comparative period. This decrease is the result of
reduced overall inventory levels as well as lower average interest rates on the DFS facility.

The
effective tax rate for the three months ended October 31, 2001 was approximately 3.2%, which is lower than the 39.0% effective tax rate for the prior year comparative
period. The first quarter's effective tax rate reflects the company's net operating loss carryforwards, which have not yet been recognized for tax purposes. The effective tax rate in the prior year
more closely approximates statutory levels.

The
Company had net income for the quarter ended October 31, 2001 of $358,000 or $.11 per (basic and diluted) share compared with a net income of $461,000 or $0.14 per (basic
and diluted) for the prior year's first quarter. The first quarter of FY01 included a non-recurring pre-tax gain of $589,000 for the conversion of capital leases to operating leases.

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

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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 October 31, 2001, the Company was
indebted under manufacturer-provided floor planning arrangements in the aggregate amount of $13,425,000.

As
of October 31, 2000, the Company and 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 credit facility matures December 28, 2001 and is a floating rate facility based on prime with rates between 0.75% under prime to 0.25% over prime depending on the amount of total
debt leverage of the Company. As of October 31, 2001, the Company was in technical default of the financial covenants in the DFS credit facility. The Company has not received a waiver of such
defaults from DFS and although DFS has not called the loan, there is no guarantee that it will not do so 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 October 31, 2001,
approximately $49,246,000 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 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 quarter ended October 31, 2001, cash and cash equivalents decreased by $443,000. The Company had positive cash flow from operating activities in the first quarter
reflecting the net income for the quarter and adding depreciation and amortization.

The
Company's cash and cash equivalents of $51,000 as of October 31, 2001 and available credit facilities are considered sufficient to support current levels of operations for
at least the next twelve months.

Merger Agreement; Asset Sale Account

On May 14, 2001, the Company announced that its merger with Supply Point, Inc., based in San Jose, California, closed, subject to certain
conditions including the approval of Deutsche Financial Services, its chief lender, and Case Corporation. The closing documents are being held in escrow

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subject to such conditions. The Company currently does not know whether these conditions will be satisfied.

On
September 18, 2001, the Company announced that it had entered into an agreement to sell substantially all of assets and liabilities of the equipment distribution business
owned by Western Power & Equipment Corp. (Oregon), a wholly owned subsidiary, to e*machinery.net, inc. (EMAC) for $500,000 in cash, a seven-year, 7% promissory note for $700,000, and
1.2 million shares of EMAC restricted common stock. Closing is subject to a number of conditions including, but not limited to, due diligence, approval of Case Corporation, and Deutsche
Financial Services. There is no assurance that the transaction will be consummated. On November 1, 2001 the Company and EMAC entered into an agreement to extend the due diligence and escrowed
funds deadlines in the Asset Purchase Agreement until February 28, 2002.

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.

9

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PART II. OTHER INFORMATION

|ITEM 5. |  | OTHER INFORMATION               
|------- |  | --------------------------------
|        |  | None.                           
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|        |  | A.  EXHIBITS.                   
|        |  | None.                           
|        |  | B.  REPORTS ON FORM 8-K.        

The
Company filed a current report on Form 8-K on September 24, 2001 regarding the Company signing an agreement to sell substantially all of its assets to
e-machinery.net, Inc. The Company filed a current report on Form 8-K on December 10, 2001 regarding the Company changing its external auditors. The Company filed an amended
current report on Form 8-K/A on December 11, 2001 to amend the current report on Form 8-K filed December 10, 2001.

10

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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. |  |     |  |                                                                                       
|------------------------------- |  | --- |  | --------------------------------------------------------------------------------------
|December 12, 2001               |  |     |  |                                                                                       
|                                |  | By: |  | /s/ Mark J. WrightMark J. Wright Vice President of Finance and
Chief Financial Officer

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