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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-QSB

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

For Quarter ended May 31, 2002

Commission
file number 2-92261

|WESTBRIDGE RESEARCH GROUP                                     
|--------------------------------------------------------------
|California                                                    
|(State or other jurisdiction
of incorporation or organization)
|1150 Joshua Way
Vista, California                             
|(Address of principal executive office)                       
|Registrant's telephone number,                                
|including area code:                                          

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 May 31, 2002.

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PART IFINANCIAL INFORMATION        ITEM 1FINANCIAL STATEMENTS

WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY  CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                                    |                               | MAY 31,
2002
(unaudited)   |           | NOVEMBER 30,
2001
(audited)
|--------------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------- | --------- | ---------------------------
|ASSETS                                                                                             
|CURRENT ASSETS                                                                                      |                               |                            |           |                            
|Cash                                                                                                |                               | $                          | 241,116   |                            
|Trade accounts receivable, less allowance for doubtful accounts of $14,705 and $15,000 respectively |                               |                            | 284,136   |                            
|Inventories                                                                                         |                               |                            | 132,923   |                            
|Prepaid expenses and other current assets                                                           |                               |                            | 32,746    |                            
|                                                                                                    |                               |                            |           |                            
|                                                                                                    | Total Current Assets          |                            |           | 690,921                    
|PROPERTY AND EQUIPMENT                                                                              |                               |                            | 558,874   |                            
|                                                                                                    | Less accumulated depreciation |                            |           | [483,807]                  
|                                                                                                    |                               |                            |           |                            
|                                                                                                    |                               | 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                                                                                        |                               | $                          | 1,047,606 |                            
|                                                                                                    |                               |                            |           |                            

See
accompanying notes to consolidated condensed financial statements.

2

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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY        CONSOLIDATED CONDENSED BALANCE SHEETS  (continued)

|                                                                    |                                          | MAY 31,
2002
(unaudited) |             | NOVEMBER 30,
2001
(audited)
|------------------------------------------------------------------- | ---------------------------------------- | ------------------------ | ----------- | ---------------------------
|LIABILITIES AND SHAREHOLDERS' EQUITY                               
|CURRENT LIABILITIES                                                 |                                          |                          |             |                            
|Accounts payable                                                    |                                          | $                        | 43,704      |                            
|Accrued expenses                                                    |                                          |                          | 57,524      |                            
|Current portion of capital lease obligation                         |                                          |                          | 8,461       |                            
|Current portion of long-term debt                                   |                                          |                          | 27,108      |                            
|Notes payablerelated parties                                       |                                          |                          | 204,080     |                            
|                                                                    |                                          |                          |             |                            
|                                                                    | TOTAL CURRENT LIABILITIES                |                          |             | 340,877                    
|Long-term debt                                                      |                                          |                          | 37,047      |                            
|Capital lease obligations:                                          |                                          |                          |             |                            
|                                                                    | net of current portion                   |                          |             |                           
|                                                                    |                                          |                          |             |                            
|TOTAL LIABILITIES                                                   |                                          |                          | 377,924     |                            
|                                                                    |                                          |                          |             |                            
|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                                                 |                                          |                          | [7,905,172] |                            
|                                                                    |                                          |                          |             |                            
|                                                                    | TOTAL SHAREHOLDERS' EQUITY               |                          |             | 669,682                    
|                                                                    |                                          |                          |             |                            
|                                                                    | TOTAL LIABILITIES & SHAREHOLDERS' EQUITY |                          | $           | 1,047,606                  
|                                                                    |                                          |                          |             |                            

See
accompanying notes to consolidated condensed financial statements.

3

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

|                                                          |                                   | THREE MONTHS
ENDED MAY 31 |           | SIX MONTHS
ENDED MAY 31
|--------------------------------------------------------- | --------------------------------- | ------------------------- | --------- | -----------------------
|
|NET SALES                                                 |                                   | $                         | 326,161   |                        
|COST OF SALES                                             |                                   |                           | 111,588   |                        
|                                                          |                                   |                           |           |                        
|GROSS PROFIT                                              |                                   |                           | 214,573   |                        
|                                                          |                                   |                           |           |                        
|OPERATING EXPENSES                                        |                                   |                           |           |                        
|                                                          | Research and development          |                           |           | 36,894                 
|                                                          | Selling                           |                           |           | 111,820                
|                                                          | General and administration        |                           |           | 58,107                 
|                                                          | Royalties                         |                           |           | 7,884                  
|                                                          |                                   |                           |           |                        
|                                                          |                                   | TOTAL OPERATING EXPENSES  |           |                        
|                                                          |                                   |                           |           |                        
|                                                          | Operating (loss) income           |                           |           | [132]                  
|OTHER INCOME (EXPENSE)                                    |                                   |                           |           |                        
|                                                          | Interest expense                  |                           |           | [5,019]                
|                                                          | Interest income                   |                           |           | 1,170                  
|                                                          | Other income                      |                           |           | 18,100                 
|                                                          |                                   |                           |           |                        
|                                                          | Income (Loss) before income taxes |                           |           | 14,119                 
|Provision for income taxes                                |                                   |                           |          |                        
|                                                          |                                   |                           |           |                        
|                                                          | Net income (loss)                 |                           | $         | 14,119                 
|                                                          |                                   |                           |           |                        
|Basic earnings per common share                           |                                   | $                         | .01       |                        
|                                                          |                                   |                           |           |                        
|Weighted average shares outstanding                       |                                   |                           | 2,103,438 |                        
|                                                          |                                   |                           |           |                        
|Diluted earnings per common share                         |                                   | $                         | .01       |                        
|                                                          |                                   |                           |           |                        
|Weighted average shares, options and warrants outstanding |                                   |                           | 2,132,446 |                        
|                                                          |                                   |                           |           |                        

See
accompanying notes to consolidated condensed financial statements.

4

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

|                                                                            |                                            | SIX MONTHS ENDED
|--------------------------------------------------------------------------- | ------------------------------------------ | ----------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                            |                 
|Net loss                                                                    |                                            | $               
|Adjustments to reconcile net loss to net cash used in operating activities: |                                            |                 
|Amortization of prepaid royalty                                             |                                            |                 
|Depreciation and amortization                                               |                                            |                 
|Changes in Operating Assets and Liabilities:                                |                                            |                 
|                                                                            | Increase in trade accounts receivable      |                 
|                                                                            | Increase in inventories                    |                 
|                                                                            | Increase in prepaid expenses               |                 
|                                                                            | Increase in accounts payable               |                 
|                                                                            | Increase [decrease] in accrued liabilities |                 
|                                                                            |                                            |                 
|Net cash used in operating activities                                       |                                            |                 
|                                                                            |                                            |                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                            |                 
|Purchase of intangible asset                                                |                                            |                 
|Purchase of property and equipment                                          |                                            |                 
|                                                                            |                                            |                 
|Net cash used in investing activities                                       |                                            |                 
|                                                                            |                                            |                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                            |                 
|Borrowings on Line of Credit                                                |                                            |                 
|Payments on capital lease obligations                                       |                                            |                 
|Payments on long term debt and notes payable-related parties                |                                            |                 
|                                                                            |                                            |                 
|Net cash provided by [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.

5

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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 May 31, 2002, the consolidated condensed statements of operations for the six-month periods
ended May 31, 2002, and 2001, respectively, and the consolidated statements of cash flows for the six-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 2001 Annual Report on
Form 10-KSB. The results of operations for the quarter ended May 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 May 31, 2002 were $326,161, representing a 37% decrease from the same period in the prior year. For the six
month period ended May 31, 2002, sales were $575,074 and represents a decrease of 30% from the prior year's sales of $824,422. 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 34% for the quarter ended May 31, 2002 as compared with 33% for the same period in the prior year. For the six month period
ended May 31, 2002, cost of sales as a percentage of net sales also increased to 35% from 32% when compared with the prior year.

Operating
expenses for the three and six month periods ended May 31, 2002 decreased 10% and 11%, respectively, compared with the same periods in the prior year. The decrease is
primarily due to a reduction in selling and royalty expenses.

Research
and development expenses for the three and six month periods ended May 31, 2002 decreased 6% and increased 4%, respectively, compared with the same periods in the prior
year. The decrease is primarily due to a reduction in consulting fees and contract research and the increase is due to increased salary expense.

Selling
expenses for the three and six month periods ended May 31, 2002 decreased 6% and 19%, respectively, compared with the same periods in the prior year. These decreases are
primarily due to a reduction in advertising and travel expenses.

General
and administrative expenses in the three and six month periods ended May 31, 2002 decreased by $6,051 or 9%, and decreased $239 or 0%, respectively, when compared with the
same periods in the prior year.

Net
loss for the quarter ended May 31, 2002 was $39,953 as compared with net income of $73,928, for the same period in the prior year. Accordingly, basic earnings per share
decreased to [$.02] for the six months ended May 31, 2002 compared with $.04 per share for the six months ended May 31, 2001.

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 $350,044 at May 31, 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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|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



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:
July 22, 2002

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