SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                         Commission File Number: 0-26230

                           NOTIFICATION OF LATE FILING

(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR

|_| Form 10-KSB |_| Form 10-QSB

               For Period Ended: July 31, 2001

               |_| Transition Report on Form 10-K
               |_| Transition Report on Form 20-F
               |_| Transition Report on Form 11-K
               |_| Transition Report on Form 10-Q
               |_| Transition Report on Form N-SAR

               For the Transition Period Ended:
                                               ---------------------------------

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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

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                                     PART I
                             REGISTRANT INFORMATION

                         Western Power & Equipment Corp.
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                             Full Name of Registrant

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                            Former Name if Applicable

                          4601 NE 77TH AVE, SUITE 200,
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            Address of Principal Executive Office (Street and Number)

                              VANCOUVER, WA, 98662
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                            City, State and Zip Code



                                     PART II
                            RULES 12b-25(b) AND (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.) |X| Yes |_| No

|X|   (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

|_|   (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on
            or before the 15th calendar day following the prescribed due date;
            or the subject quarterly report or transition report on Form 10-Q,
            or portion thereof will be filed on or before the fifth calendar day
            following the prescribed due date; and

|_|   (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

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

The Company was unable to provide its accountants with complete and final
figures for completion of its fiscal year end financial statements.

                                     PART IV
                                OTHER INFORMATION

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

Alan P. Fraade, Esq.                   (212)                      486-2500
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       (Name)                       (Area Code)              (Telephone Number)

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

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

      If so: attach an explanation of the anticipated change, both narratively



      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

                         Western Power & Equipment Corp.
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                  (Name of Registrant as Specified in Charter)

             Has caused this notification to be signed on its behalf
                  by the undersigned hereunto duly authorized.


Date October 29, 2001              By  /s/ Mark J. Wright
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                                     Mark J. Wright, Chief Financial Officer