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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 17, 2002 (December 11, 2002)
WESTERN POWER & EQUIPMENT CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
6407-B N.E. 117th Avenue, Vancouver, WA 98662
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 360-253-2346
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(Former name or former address, if changed since last report.)
4601 N.E. 77th Avenue, Suite 200, Vancouver, WA 98662
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
The Board of Directors of Western Power & Equipment Corp., upon
recommendation of its Audit Committee, dismissed its independent accountants,
Moss Adams LLP on December 11, 2002. The report of Moss Adams LLP on the
consolidated financial statements of Western Power & Equipment Corp. as of July
31, 2002 and for the year then ended contained no adverse opinions or disclaimer
of opinion and were not otherwise qualified or modified as to uncertainty, audit
scope, or accounting principle, except that the report of Moss Adams LLP for the
fiscal year ended July 31, 2002 contained an explanatory paragraph expressing
substantial doubt regarding the Company's ability to continue as a going
concern. In connection with its audit of the consolidated financial statements
of Western Power & Equipment Corp. as of July 31, 2002 Moss Adams LLP and the
Company were not in agreement with respect to the valuation of inventories and
the recognition of impairments related to fixed assets and goodwill. Those
disagreements were resolved by the Company recording adjustments in the fourth
quarter of fiscal 2002, which reduced operating earnings by approximately $7.3
million in the quarter. The Company also inadvertently filed its annual report
on Form 10-K for the year ended July 31, 2002 prior to receiving written consent
from Moss Adams LLP. The Company subsequently modified its annual report to
include all required forms and Moss Adams LLP's written consent. Western Power &
Equipment Corp. has requested that Moss Adams LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated December 17, 2002 is filed as Exhibit 16.0 to this
Form 8-K.
Information respecting a previous change in certifying public accountants is
included in the Form 8-K/A filed on December 11, 2001.
(b) New independent accountants
Western Power & Equipment Corp. engaged Grassi & Co., CPAs, P.C. as its new
independent accountants as of December 13, 2002. It had previously engaged Moss
Adams LLP on December 6, 2001.
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During the two fiscal years and the subsequent interim period prior to the
engagement of Grassi & Co., CPAs, P.C. on December 13, 2002, Western Power &
Equipment Corp. did not consult with Grassi & Co., CPAs, P.C. regarding the
application of accounting principles to any specific transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Western Power & Equipment Corp.'s financial statements; or on any matter that
was either the subject of a disagreement or a reportable event.
During the two fiscal years and the subsequent interim period prior to the
engagement of Moss Adams LLP on December 6, 2001, Western Power & Equipment
Corp. did not consult with Moss Adams LLP regarding the application of
accounting principles to any specific transaction, either completed or proposed;
or the type of audit opinion that might be rendered on Western Power & Equipment
Corp.'s financial statements; or on any matter that was either the subject of a
disagreement or a reportable event.
Item 5. Other Events and Regulation FD Disclosure
None.
Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
None.
Item 8. Changes in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
Exhibits.
16.0 Moss Adams LLP letter related to Item 4.
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SIGNATURES
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 hereunto duly authorized.
Western Power & Equipment Corp.
Date: December 17, 2002 By: _________________________________
Mark J. Wright, Vice President of
Finance & Chief Financial Officer
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