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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-QSB

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

For Quarter ended February 28, 2001

Commission
file number 2-92261

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WESTBRIDGE RESEARCH GROUP

California(State or other jurisdiction
of incorporation or organization)

95-3769474(I.R.S. Employer
Identification No.)1150 Joshua Way
Vista, California(Address of principal executive office)

92083(Zip Code)


Registrant's telephone number, including area code: (760) 599-8855

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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 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 require-ments 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 a recent date: 2,103,438 shares of common stock, no par value, as of
February 28, 2001.

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PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                                  |                                          | FEBRUARY 28,
2001
(unaudited) |             | NOVEMBER 30,
2000
(audited)
|------------------------------------------------------------------------------------------------- | ---------------------------------------- | ----------------------------- | ----------- | ---------------------------
|ASSETS                                                                                           
|CURRENT ASSETS                                                                                    |                                          |                               |             |                            
|Cash                                                                                              |                                          | $                             | 240,149     |                            
|Trade accounts receivable, less allowance for doubtful accounts of $5,000 and $5,000 respectively |                                          |                               | 354,739     |                            
|Inventories                                                                                       |                                          |                               | 137,747     |                            
|Prepaid expenses and other current assets                                                         |                                          |                               | 40,961      |                            
|                                                                                                  |                                          |                               |             |                            
|                                                                                                  | Total Current Assets                     |                               |             | 773,596                    
|PROPERTY AND EQUIPMENT                                                                            |                                          |                               | 564,920     |                            
|                                                                                                  | Less accumulated depreciation            |                               |             | [444,566]                  
|                                                                                                  |                                          |                               |             |                            
|                                                                                                  |                                          | Net Property and Equipment    |             |                            
|PREPAID ROYALTY, net of accumulated amortization of $84,429 and $79,650 respectively              |                                          |                               | 111,513     |                            
|LONG TERM ACCOUNTS RECEIVABLE, net                                                                |                                          |                               | 130,000     |                            
|                                                                                                  |                                          |                               |             |                            
|TOTAL ASSETS                                                                                      |                                          | $                             | 1,135,463   |                            
|                                                                                                  |                                          |                               |             |                            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                             
|CURRENT LIABILITIES                                                                               |                                          |                               |             |                            
|Accounts payable                                                                                  |                                          | $                             | 147,338     |                            
|Accrued expenses                                                                                  |                                          |                               | 41,415      |                            
|Current portion of capital lease obligation                                                       |                                          |                               | 15,616      |                            
|Current portion of long-term debt                                                                 |                                          |                               | 6,243       |                            
|                                                                                                  |                                          |                               |             |                            
|                                                                                                  | TOTAL CURRENT LIABILITIES                |                               |             | 210,612                    
|Notes payablerelated parties                                                                     |                                          |                               | 218,371     |                            
|Long-term debt                                                                                    |                                          |                               | 37,071      |                            
|Capital lease obligations:
net of current portion                                                 |                                          |                               | 11,942      |                            
|                                                                                                  |                                          |                               |             |                            
|TOTAL LIABILITIES                                                                                 |                                          |                               | 477,996     |                            
|                                                                                                  |                                          |                               |             |                            
|SHAREHOLDERS' EQUITY                                                                              |                                          |                               |             |                            
|Common stock, no par value:                                                                       |                                          |                               |             |                            
|Authorized 9,375,000 shares Issued and outstanding 2,103,438 shares                               |                                          |                               | 8,479,854   |                            
|Paid in Capital:                                                                                  |                                          |                               | 95,000      |                            
|Accumulated deficit                                                                               |                                          |                               | [7,917,387] |                            
|                                                                                                  |                                          |                               |             |                            
|                                                                                                  | TOTAL SHAREHOLDERS' EQUITY               |                               |             | 657,467                    
|                                                                                                  |                                          |                               |             |                            
|                                                                                                  | TOTAL LIABILITIES & SHAREHOLDERS' EQUITY |                               | $           | 1,135,463                  
|                                                                                                  |                                          |                               |             |                            

See
accompanying notes to consolidated condensed financial statements.

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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        (unaudited)

|                                                          |                            | THREE MONTHS ENDED
|--------------------------------------------------------- | -------------------------- | ------------------
|
|NET SALES                                                 |                            | $                 
|COST OF SALES                                             |                            |                   
|                                                          |                            |                   
|GROSS PROFIT                                              |                            |                   
|                                                          |                            |                   
|OPERATING EXPENSES                                        |                            |                   
|                                                          | Research and development   |                   
|                                                          | Selling                    |                   
|                                                          | General and administration |                   
|                                                          | Royalties                  |                   
|                                                          |                            |                   
|                                                          | TOTAL OPERATING EXPENSES   |                   
|                                                          |                            |                   
|                                                          | Operating loss             |                   
|OTHER INCOME (EXPENSE)                                    |                            |                   
|                                                          | Interest expense           |                   
|                                                          | Interest income            |                   
|                                                          | Other income               |                   
|                                                          |                            |                   
|                                                          | Loss before income taxes   |                   
|Provision for income taxes                                |                            |                   
|                                                          |                            |                   
|                                                          | Net Loss                   |                   
|                                                          |                            |                   
|Basic earnings per common share                           |                            | $                 
|                                                          |                            |                   
|Weighted average shares outstanding                       |                            |                   
|                                                          |                            |                   
|Diluted earnings per common share                         |                            | $                 
|                                                          |                            |                   
|Weighted average shares, options and warrants outstanding |                            | $                 
|                                                          |                            |                   

See
accompanying notes to consolidated condensed financial statements.

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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS        (unaudited)

|                                                                                          |                                                  | THREE MONTHS ENDED
|----------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |                                                  |                   
|Net loss                                                                                  |                                                  | $                 
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                                  |                   
|Amortization of prepaid royalty                                                           |                                                  |                   
|Depreciation and amortization                                                             |                                                  |                   
|Changes in Operating Assets and Liabilities:                                              |                                                  |                   
|                                                                                          | [Increase] decrease in trade accounts receivable |                   
|                                                                                          | Increase in inventories                          |                   
|                                                                                          | Increase in prepaid expenses                     |                   
|                                                                                          | Increase in accounts payable                     |                   
|                                                                                          | Decrease in accrued liabilities                  |                   
|                                                                                          |                                                  |                   
|Net cash used in operating activities                                                     |                                                  |                   
|                                                                                          |                                                  |                   
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                     |                                                  |                   
|Purchase of property and equipment                                                        |                                                  |                   
|                                                                                          |                                                  |                   
|Net cash used in investing activities                                                     |                                                  |                   
|                                                                                          |                                                  |                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                     |                                                  |                   
|Payments on capital lease obligations                                                     |                                                  |                   
|Payments on notes payable and notes payablerelated parties                               |                                                  |                   
|                                                                                          |                                                  |                   
|Net Cash used in financing activities                                                     |                                                  |                   
|                                                                                          |                                                  |                   
|DECREASE IN CASH                                                                          |                                                  |                   
|CASH AT BEGINNING OF PERIOD                                                               |                                                  |                   
|                                                                                          |                                                  |                   
|CASH AT END OF PERIOD                                                                     |                                                  | $                 
|                                                                                          |                                                  |                   

See
accompanying notes to consolidated condensed financial statements.

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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.  Basis of Presentation:

The consolidated condensed balance sheet as of February 28, 2001, the consolidated condensed statement of operations for the three-month periods ended
February 28, 2001, and February 29, 2000, respectively, and the consolidated condensed statements of cash flows for the three-month periods then ended have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments except as noted in management's discussion and analysis of financial condition and results
of operations) necessary to present fairly the financial position, results of operations and changes in cash flows have been made.

Certain
information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or
omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the 1999 Annual Report on
Form 10-KSB. The results of operations for the quarter ended February 28, 2001, are not necessarily indicative of the operating results for the full year.

B.  Reclassification:

None.

C.  Stock Split:

On July 17, 1997 the shareholders of the Company voted to execute a one-for-four reverse stock split. The reverse stock split
was effective for shareholders of record on February 6,1998. Per share amounts in the accompanying financial statements have been restated to give effect for the reverse stock split as if it
occurred on December 1, 1996.

D.  Subsequent Events:

None

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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations:

Net sales for the first quarter of fiscal 2001 were $305,819, representing an increase of 38% over the same period in 2000.

Cost
of sales as a percentage of net sales decreased to 32% for the quarter ended February 28, 2001 as compared with 34% for the same period in the prior year.

Operating
expenses for the three month period ended February 28, 2001 increased by 19% from the same period in the prior year. The increase is primarily due to an increase in
selling expenses of $29,506 over the same period in the prior period associated with increased advertising.

Research
and development expenses decreased by $1,341, or 4% over the prior year's first quarter.

Selling
expenses as a percentage of net sales for the three month period ended February 28, 2001 decreased to approximately 42% compared with 45% for the same period in the
prior year.

General
and administrative expenses during the three month period ended February 28, 2001 increased by $8,260 or 15%, compared with the same period in the prior year. This
increase is due to increased general and administrative travel and increased building and equipment repairs and maintenance.

Net
loss for the quarter ended February 28, 2001 was $31,058 or $.02 per common share compared with a net loss of $59,309, or $.03 per common share for the same period in the
prior year.

Income
taxes have not been provided for in the accompanying consolidated statements of operations due to the net operating loss carryforwards generated in prior years that are
available for carryforward against current year income.

Liquidity and Capital Resources:

The Company has no material commitments for capital expenditures.

Working
capital was $562,984 at February 28, 2001, down from $597,185 at November 30, 2000.

Based
on current cash flow projections management expects that the Company can continue operations for the current year without infusions of additional cash.

Impact of Inflation

The Company does not believe inflation has had a significant effect on its operations.

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PART IIOTHER INFORMATION

|ITEM 1. |  | LEGAL PROCEEDINGS
None                                  
|------- |  | --------------------------------------------------------
|ITEM 2. |  | CHANGES IN SECURITIES
None                              
|ITEM 3. |  | DEFAULTS UPON SENIOR SECURITIES
None                    
|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
|ITEM 5. |  | OTHER INFORMATION
None                                  
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K                        
|        |  | A.                                                      
|        |  | B.                                                      

WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY

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.

|                     |  | WESTBRIDGE RESEARCH GROUP(Registrant)                                               
|-------------------- |  | ------------------------------------------------------------------------------------
|                     |  | /s/CHRISTINE KOENEMANN                                                              
|                     |  | Christine Koenemann,PresidentPrincipal Executive Officer
Principal Financial Officer
|Date: April 19, 2001 |  |                                                                                     

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