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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 9, 2003

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


   DELAWARE                        000-26230                     91-1688446
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)


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

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

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

     On May 1, 2003, Western Power & Equipment Corp. (the "Company") dismissed
Grassi & Co., CPA's, P.C. ("Grassi") as its independent certified public
accountants. Grassi did not issue any reports on the financial statements of the
Company during its tenure as the Company's independent certified public
accountants. Grassi was previously engaged as the Company's independent
certified public accountants on December 13, 2002. >From December 13, 2002
through and including May 1, 2003, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.

     On May 1, 2003, upon receipt of approval of the audit committee of its
Board of Directors, the Company engaged Marcum & Kleigman LLP to serve as the
Company's independent certified public accountants. During the Company's two
most recent fiscal years, and during any subsequent period through May 1, 2003,
the Company did not consult with Marcum & Kleigman LLP on any accounting or
auditing issues.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits

          Exhibit 1 - Letter from Grassi dated May 8, 2003


                                   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 thereunto duly authorized.


Dated: May 9, 2003

                                     WESTERN POWER & EQUIPMENT CORP.


                                     By: /s/ C. Dean Mclain
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                                     Name: C. Dean Mclain
                                     Title: President