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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 ended February 28, 2002

Commission file number 2-92261

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 require-ments 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 February 28,
2002.

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PART IFINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS

WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                                    |                                          | FEBRUARY 28,
2002          |            | NOVEMBER 30,
2001 |       
|--------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------------------- | ---------- | ----------------- | ------
|
|ASSETS                                                                                              |                                          |                            |            |                   |       
|CURRENT ASSETS                                                                                      |                                          |                            |            |                   |       
|Cash                                                                                                |                                          | $                          | 289,354    |                   | $     
|Trade accounts receivable, less allowance for doubtful accounts of $15,000 and $15,000 respectively |                                          |                            | 251,381    |                   |       
|Inventories                                                                                         |                                          |                            | 148,338    |                   |       
|Prepaid expenses and other current assets                                                           |                                          |                            | 36,574     |                   |       
|                                                                                                    |                                          |                            |            |                   |       
|                                                                                                    | Total Current Assets                     |                            |            | 725,647           |       
|PROPERTY AND EQUIPMENT                                                                              |                                          |                            | 555,111    |                   |       
|                                                                                                    | Less accumulated depreciation            |                            |            | [474,265          | ]     
|                                                                                                    |                                          |                            |            |                   |       
|                                                                                                    |                                          | Net Property and Equipment |            |                   | 80,846
|PREPAID ROYALTY, net of accumulated amortization of $103,545 and $98,766 respectively               |                                          |                            | 92,397     |                   |       
|LONG TERM ACCOUNTS RECEIVABLE, net                                                                  |                                          |                            | 130,000    |                   |       
|                                                                                                    |                                          |                            |            |                   |       
|TOTAL ASSETS                                                                                        |                                          | $                          | 1,028,890  |                   | $     
|                                                                                                    |                                          |                            |            |                   |       
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                |                                          |                            |            |                   |       
|CURRENT LIABILITIES                                                                                 |                                          |                            |            |                   |       
|Accounts payable                                                                                    |                                          | $                          | 75,537     |                   | $     
|Accrued expenses                                                                                    |                                          |                            | 43,422     |                   |       
|Current portion of capital lease obligation                                                         |                                          |                            | 11,942     |                   |       
|Current portion of long-term debt                                                                   |                                          |                            | 3,082      |                   |       
|Notes payablerelated parties                                                                       |                                          |                            | 208,729    |                   |       
|                                                                                                    |                                          |                            |            |                   |       
|                                                                                                    | TOTAL CURRENT LIABILITIES                |                            |            | 342,712           |       
|Long-term debt                                                                                      |                                          |                            | 30,620     |                   |       
|Capital lease obligations:                                                                          |                                          |                            |            |                   |       
|net of current portion                                                                              |                                          |                            |           |                   |       
|                                                                                                    |                                          |                            |            |                   |       
|TOTAL LIABILITIES                                                                                   |                                          |                            | 373,332    |                   |       
|                                                                                                    |                                          |                            |            |                   |       
|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                                                                                 |                                          |                            | [7,919,296 | ]                 |       
|                                                                                                    |                                          |                            |            |                   |       
|                                                                                                    | TOTAL SHAREHOLDERS' EQUITY               |                            |            | 655,558           |       
|                                                                                                    |                                          |                            |            |                   |       
|                                                                                                    | TOTAL LIABILITIES & SHAREHOLDERS' EQUITY |                            | $          | 1,028,890         |       
|                                                                                                    |                                          |                            |            |                   |       

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                                   |                            | $                  | 248,913  
|COST OF SALES                               |                            |                    | 88,762   
|                                            |                            |                    |          
|GROSS PROFIT                                |                            |                    | 160,151  
|                                            |                            |                    |          
|OPERATING EXPENSES                          |                            |                    |          
|                                            | Research and development   |                    |          
|                                            | Selling                    |                    |          
|                                            | General and administration |                    |          
|                                            | Royalties                  |                    |          
|                                            |                            |                    |          
|                                            | TOTAL OPERATING EXPENSES   |                    |          
|                                            |                            |                    |          
|Operating loss                              |                            |                    | [51,515  
|OTHER INCOME (EXPENSE)                      |                            |                    |          
|                                            | Interest expense           |                    |          
|                                            | Interest income            |                    |          
|                                            | Other income               |                    |          
|                                            |                            |                    |          
|                                            | Loss before income taxes   |                    |          
|Provision for income taxes                  |                            |                    | [0       
|                                            |                            |                    |          
|                                            | Net Loss                   |                    | $        
|                                            |                            |                    |          
|Basic and diluted earnings per common share |                            | $                  | [.02     
|                                            |                            |                    |          
|Weighted average shares outstanding         |                            |                    | 2,103,438
|                                            |                            |                    |          

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                                                                    |                                       | $                  | [54,077 
|Adjustments to reconcile net loss to net cash used in operating activities: |                                       |                    |         
|Amortization of prepaid royalty                                             |                                       |                    | 4,779   
|Depreciation and amortization                                               |                                       |                    | 9,544   
|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                                       |                                       |                    | [89,416 
|                                                                            |                                       |                    |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                       |                    |         
|Purchase of property and equipment                                          |                                       |                    | [755    
|                                                                            |                                       |                    |         
|Net cash used in investing activities                                       |                                       |                    | [755    
|                                                                            |                                       |                    |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                       |                    |         
|Payments on capital lease obligations                                       |                                       |                    | [3,341  
|Payments on notes payable and notes payable-related parties                 |                                       |                    | [9,742  
|                                                                            |                                       |                    |         
|Net Cash used in financing activities                                       |                                       |                    | [13,083 
|                                                                            |                                       |                    |         
|DECREASE IN CASH                                                            |                                       |                    | [103,254
|CASH AT BEGINNING OF PERIOD                                                 |                                       |                    | 392,608 
|                                                                            |                                       |                    |         
|CASH AT END OF PERIOD                                                       |                                       | $                  | 289,354 
|                                                                            |                                       |                    |         

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:



B.    Reclassification:



C.    Subsequent Events:



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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 2002 were $248,913, representing a decrease of 18% over the same period in 2001. This decrease is primarily due to the
Company's major distributor experiencing cash flow difficulties which has resulted in a decrease in orders by this distributor. It is unlikely that this distributor will eventually place orders to
make up this decrease.

Cost
of sales as a percentage of net sales increased to 35% for the quarter ended February 28, 2002 as compared with 31% for the same period in the prior year.

Operating
expenses for the three month period ended February 28, 2002 decreased by 12% from the same period in the prior year. The decrease is primarily due to a decrease in
selling expenses as discussed below.

Research
and development expenses increased by $5,453, or 15% over the prior year's first quarter. This increase is primarily due to increased salaries.

Selling
expenses as a percentage of net sales for the three month period ended February 28, 2002 decreased to approximately 35% compared with 41% for the same period in the prior
year. This decrease is primarily due to decreased advertising.

General
and administrative expenses during the three month period ended February 28, 2002 increased by $5,817 or 9%, compared with the same period in the prior year. This increase
is primarily due to an increase in annual meeting expense as well as increased contract labor.

Net
loss for the quarter ended February 28, 2002 was $54,082 or $.02 per common share compared with a net loss of $31,058, or $.01 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 $382,935 at February 28, 2002, down 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                   
|        |  | A.                                                 
|        |  |                                                    
|        |  | B.                                                 
|        |  |                                                    

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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:
May 31, 2002

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