Exhibit 10.1
NASDAQ AMEX
July 26, 2000
Advance Copy via Facsimile
Mr. C. Dean McLain
President and Chief Executive Officer
Western Power & Equipment Corp.
4601 NE 77th Avenue, Suite 200
Vancouver. Washington 98662
Dear Mr. McLain:
Nasdaq Listing Investigations, in connection with its responsibilities to ensure
ongoing compliance of issuers with the Association's inclusion requirements,
requests that Western Power & Equipment Corp. ("the Company") provide the
following documents and information:
1. Provide a detailed written chronology of all events leading up to and
including the Company's signing of a letter of intent to merge with
e-Mobile, Inc. ("EMI"), including names, titles, and roles of all persons
and entities involved, dates of all relevant events, and the terms and
conditions of the transaction.
2. Provide a copy of the letter of intent with EMI and all other documents
relating to the negotiations that led up to the signing of the letter of
intent.
3. Provide a detailed written description of the status of the Company's
intended merger with EMI.
4. Provide a list of the names and addresses of EMI's officers, directors and
5% or greater shareholders.
5. State how many employees EMI currently has, and how many is had at the
time of the the signing of the letter of intent.
6. The Company's press release, dated April 18, 2000, stated that "[f]or the
past six months we have analyzed numerous Internet and communications
companies. The e-Mobile technology represents the most sophisticated we
have seen." Describe specifically what the Company analyzed in reviewing
EMI's technology. If a prototype was analyzed, describe the
functionalities of the prototype. Provide all documents related to the
review of EMI's technology and state whether EMI owns, or has applied for,
any patents.
7. For the time period beginning January 1, 1999 to the present, provide a
schedule of all securities issued, sold, exchanged, converted or redeemed
by the Company (including common stock, preferred stock, warrants, options
or debt instruments):
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Mr. C. Dean McLain
July 26, 2000
Page 2
a) provide the names and addresses of the individual or entity involved
in each transaction, including dates, terms and conditions, and
identify all restricted stock issued pursuant to Rule 144 and the
dates such stock becomes eligible for resale;
b) copies of all Private Placement Memorandums ("PPM") and subscription
documents, including signature pages executed by each investor;
c) written evidence that the Company has a reasonable basis for
believing each investor satisfies the standards enunciated in the
PPM and that the investor understands the risks of the offering and
the information presented (i.e., copies of an investor questionnaire
or similar instrument completed and signed by the investor); and
d) indicate whether the transaction related to any type of advisory,
consulting, or other agreement, and, if so, please explain and
provide the underlying agreement, including signature pages.
8. For the time period beginning January 1, 1999 to the present, provide
copies of all advisory, consulting, investor/public relations, or
investment banking agreements (including any amendments) entered into by
the Company, including signature pages. For each agreement, provide a
detailed description of all services performed thereunder, the dates of
such services; the individual(s) performing such services. and the
compensation paid to each.
9. For the time period beginning July 1, 1999 to the present, provide the
minutes of all meetings of the Company's Board of Directors.
10. Provide all documentation relating to the following individuals and/or
entities and provide a detailed written description of their relationship
to the Company and/or any services provided to the Company:
a. David Rubner;
b. Zahava Rubner;
c. Murray Huberfeld;
d. Laura Huberfeld;
e. Alexander/Rachel LLC;
f. David Bodner;
g. Naomi Bodner;
h. NBDB, LLC;
i. Broad Capital;
j. Necbemia Davidson;
k. Cedar Investments Services. Ltd.:
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Mr. C. Dean McLain
July 26th, 2000
Page 3
l. Robert DePalo;
m. Yitzchar Bachar;
n. Irwin Katsof: and
o. The Jerusalem Fund of Aish HaTorah.
This request is made pursuant to Marketplace Rule 4330(c) which provides that
The Nasdaq Stock Market ". . . may request additional information, public or
non-public, deemed necessary to make a determination regarding a security's
initial or continued inclusion, including. but not limited to, any material
provided to or received from the Securities and Exchange Commission or other
appropriate regulatory authority, which shall be submitted within a reasonable
period."
Please be specific in responding and provide supporting documentation where
possible. We invite you to submit additional information if you feel this would
assist the staff in its review. Your responses to the above questions must be
submitted by August 7, 2000 and should be sent to me at the following address:
The Nasdaq Stock Market
Listing Investigations
1801 K Street, N.W., 8th Floor
Washington, D.C. 20006
The staff may request additional information from the Company. Upon review of
the information, the staff may take any action that may be appropriate under the
Marketplace Rules, including removal of the company's securities from The Nasdaq
Stock Market in accordance with Rule 4300 and Rule 4330(a)(3).
If you have any questions concerning the issues discussed above, please contact
me at (202) 974-2910 or by fax at (202) 974-2785.
Very truly yours,
/s/ Patricia J. Thompson
Chief Counsel, Listing Investigations
