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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

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

For Quarter endedAugust 31, 2002

Commission
file number2-92261

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

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 requirements for the
past 90 days.    Yes ý    No o

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 August 31,
2002.

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PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS

WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                                    |                                          | AUGUST 31,
2002 |                            | NOVEMBER 30,
2001 |  
|--------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------- | -------------------------- | ----------------- | -
|
|ASSETS                                                                                              |                                          |                 |                            |                   |  
|CURRENT ASSETS                                                                                      |                                          |                 |                            |                   |  
|Cash                                                                                                |                                          | $               | 285,343                    |                   | $
|Trade accounts receivable, less allowance for doubtful accounts of $14,705 and $15,000 respectively |                                          |                 | 198,488                    |                   |  
|Inventories                                                                                         |                                          |                 | 144,975                    |                   |  
|Prepaid expenses and other current assets                                                           |                                          |                 | 29,083                     |                   |  
|                                                                                                    |                                          |                 |                            |                   |  
|                                                                                                    | Total Current Assets                     |                 |                            | 657,889           |  
|PROPERTY AND EQUIPMENT                                                                              |                                          |                 | 561,813                    |                   |  
|                                                                                                    | Less accumulated depreciation            |                 |                            | (493,351          | )
|                                                                                                    |                                          |                 |                            |                   |  
|                                                                                                    |                                          |                 | Net Property and Equipment |                   |  
|INTANGIBLE ASSET (Note B)                                                                           |                                          |                 | 151,618                    |                   |  
|PREPAID ROYALTY, net of accumulated amortization of $98,766 in 2001 (Note B)                        |                                          |                 |                           |                   |  
|LONG TERM ACCOUNTS RECEIVABLE, net                                                                  |                                          |                 | 130,000                    |                   |  
|                                                                                                    |                                          |                 |                            |                   |  
|TOTAL ASSETS                                                                                        |                                          | $               | 1,007,969                  |                   | $
|                                                                                                    |                                          |                 |                            |                   |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                |                                          |                 |                            |                   |  
|CURRENT LIABILITIES                                                                                 |                                          |                 |                            |                   |  
|Accounts payable                                                                                    |                                          | $               | 63,421                     |                   | $
|Accrued expenses                                                                                    |                                          |                 | 46,333                     |                   |  
|Current portion of capital lease obligation                                                         |                                          |                 | 5,161                      |                   |  
|Current portion of long-term debt                                                                   |                                          |                 | 26,650                     |                   |  
|Notes payablerelated parties                                                                       |                                          |                 | 199,408                    |                   |  
|                                                                                                    |                                          |                 |                            |                   |  
|                                                                                                    | TOTAL CURRENT LIABILITIES                |                 |                            | 340,973           |  
|Long-term debt                                                                                      |                                          |                 | 27,544                     |                   |  
|Capital lease obligations: net of current portion                                                   |                                          |                 |                           |                   |  
|                                                                                                    |                                          |                 |                            |                   |  
|TOTAL LIABILITIES                                                                                   |                                          |                 | 368,517                    |                   |  
|                                                                                                    |                                          |                 |                            |                   |  
|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                                                                                 |                                          |                 | (7,935,402                 | )                 |  
|                                                                                                    |                                          |                 |                            |                   |  
|                                                                                                    | TOTAL SHAREHOLDERS' EQUITY               |                 |                            | 639,452           |  
|                                                                                                    |                                          |                 |                            |                   |  
|                                                                                                    | TOTAL LIABILITIES & SHAREHOLDERS' EQUITY |                 | $                          | 1,007,969         |  
|                                                                                                    |                                          |                 |                            |                   |  

See accompanying notes to consolidated
condensed financial statements.

2

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

|                                            |                            | THREE MONTHS
ENDED AUGUST 31 |           | NINE MONTHS
ENDED AUGUST 31 |        
|------------------------------------------- | -------------------------- | ---------------------------- | --------- | --------------------------- | -------
|
|NET SALES                                   |                            | $                            | 302,932   |                             | $      
|COST OF SALES                               |                            |                              | 133,360   |                             |        
|                                            |                            |                              |           |                             |        
|GROSS PROFIT                                |                            |                              | 169,572   |                             |        
|                                            |                            |                              |           |                             |        
|OPERATING EXPENSES                          |                            |                              |           |                             |        
|                                            | Research and development   |                              |           | 39,367                      |        
|                                            | Selling                    |                              |           | 90,556                      |        
|                                            | General and administration |                              |           | 63,703                      |        
|                                            | Royalties                  |                              |           |                            |        
|                                            |                            |                              |           |                             |        
|                                            |                            | TOTAL OPERATING EXPENSES     |           |                             | 193,626
|                                            |                            |                              |           |                             |        
|                                            | Operating (loss) income    |                              |           | (24,054                     | )      
|OTHER INCOME (EXPENSE)                      |                            |                              |           |                             |        
|                                            | Interest expense           |                              |           | (5,371                      | )      
|                                            | Interest income            |                              |           | 795                         |        
|                                            | Other income               |                              |           |                            |        
|                                            |                            |                              |           |                             |        
|                                            | Loss before income taxes   |                              |           | (28,630                     | )      
|Provision for income taxes                  |                            |                              | 1,600     |                             |        
|                                            |                            |                              |           |                             |        
|                                            | Net loss                   |                              | $         | (30,230                     | )      
|                                            |                            |                              |           |                             |        
|Basic and diluted earnings per common share |                            | $                            | (.01      | )                           | $      
|                                            |                            |                              |           |                             |        
|Weighted average shares outstanding         |                            |                              | 2,103,438 |                             |        
|                                            |                            |                              |           |                             |        

See
accompanying notes to consolidated
condensed financial statements.

3

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

|                                                                            |                                       | NINE MONTHS ENDED |         
|--------------------------------------------------------------------------- | ------------------------------------- | ----------------- | --------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                       |                   |         
|Net loss                                                                    |                                       | $                 | (70,183 
|Adjustments to reconcile net lost to net cash used in operating activities: |                                       |                   |         
|Amortization of prepaid royalty                                             |                                       |                   | 9,558   
|Depreciation and amortization                                               |                                       |                   | 28,630  
|Changes in Operating Assets and Liabilities:                                |                                       |                   |         
|                                                                            | Increase 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                                       |                                       |                   | (27,115 
|                                                                            |                                       |                   |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                       |                   |         
|Purchase of intangible asset                                                |                                       |                   | (64,000 
|Purchase of property and equipment                                          |                                       |                   | (7,457  
|                                                                            |                                       |                   |         
|Net cash used in investing activities                                       |                                       |                   | (71,457 
|                                                                            |                                       |                   |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                       |                   |         
|Borrowings on Line of Credit                                                |                                       |                   | 32,000  
|Payments on Line of Credit                                                  |                                       |                   | (8,756  
|Payments on capital lease obligations                                       |                                       |                   | (10,122 
|Payments on notes payable and notes payablerelated parties                 |                                       |                   | (21,815 
|                                                                            |                                       |                   |         
|Net Cash used in financing activities                                       |                                       |                   | (8,693  
|                                                                            |                                       |                   |         
|(DECREASE) INCREASE IN CASH                                                 |                                       |                   | (107,265
|CASH AT BEGINNING OF PERIOD                                                 |                                       |                   | 392,608 
|                                                                            |                                       |                   |         
|CASH AT END OF PERIOD                                                       |                                       | $                 | 285,343 
|                                                                            |                                       |                   |         

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 August 31, 2002, the consolidated condensed statements of operations for the three and
nine-month periods ended August 31, 2002, and 2001, respectively, and the consolidated condensed statements of cash flows for the nine-months 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 cash flows have been made.

Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto
included in the 2001 Annual Report on Form 10-KSB. The results of operations for the quarter ended August 31, 2002, are not necessarily indicative of the operating results
for the full year.

B. Reclassification:

Effective April 1, 2002, the Company exercised its buyout option under the provisions of the Development Agreement and the Licensing Agreement for a
payment of $64,000. The execution of this buyout option terminates and completes all obligations and rights between the two parties. The Company has capitalized this amount along with its remaining
unamortized prepaid royalties as
intangible assets not subject to amortization under the guidance of Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets."

C. 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 three month period ended August 31, 2002 were $302,932, representing a 20% increase from $250,617 for the same period in the prior year.
For the nine month period ended August 31, 2002, sales were $878,006 and represents a decrease of 18% from $1,075,039 in the prior year. The nine month decrease is primarily due to one of the
Company's major distributor experiencing cash flow difficulties which has resulted in a decrease in orders by this distributor during the Company's third fiscal quarter and nine month period ended
August 31, 2001. It is unlikely that this distributor will eventually place orders to make up the majority of the decrease. In addition, another major distributor has been acquired by another
company and due to reorganization sales to this distributor have slowed.

Cost
of sales as a percentage of net sales decreased to 44% from 48% for the quarter ended August 31, 2002 when compared with the same period in the prior year. For the nine month
period ended
August 31, 2002, cost of sales as a percentage of net sales increased to 38% compared with 35% in the prior year.

Operating
expenses for the three and nine month periods ended August 31, 2002 decreased 5% and 9%, respectively, compared with the same periods in the prior year. These decreases
are primarily due to a reduction in royalties and selling expenses discussed below.

Research
and development expenses as a percentage of net sales for the three and nine month periods ended August 31, 2002 were 12% and 13% respectively, compared with 14% and 10%
for the same periods in the prior year.

Selling
expenses during the three month period ended August 31, 2002 decreased 4%, and decreased 14% for the nine month period ended August 31, 2002 when compared with the
same periods in the prior year. The decreases are primarily due to reduced advertising expenses.

General
and administrative expenses in the three month period ended August 31, 2002 increased by $2,005 or 3%, and increased $1,766 or 1% for the nine month period ended
August 31, 2002 when compared with the same periods in the prior year.

Net
loss for the quarter ended August 31, 2002 was $30,230 as compared with net loss of $78,163, for the same period in the prior year.

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

Liquidity and Capital Resources:

The Company has no material commitments for capital expenditures.

Working
capital was $316,916 at August 31, 2002, which represents a decrease from $403,274 at November 30, 2001.

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



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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 KOENEMANNChristine Koenemann, President
Principal Executive Officer
Principal Financial Officer
|                       |  |                                                                                                             
|Date: October 18, 2002 |  |                                                                                                             

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