<PAGE>   1
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                For the quarterly period ended February 28, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
          For the transition period from _____________ to ____________


                         COMMISSION FILE NUMBER 0-20866

                           WILSHIRE TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                     <C>
                    CALIFORNIA                                                       33-0433823
(State or other jurisdiction of incorporation or organization)          (I.R.S. Employer Identification No.)
</TABLE>

                                5861 EDISON PLACE
                           CARLSBAD, CALIFORNIA 92008
                    (Address of principal executive offices)

                                 (760) 929-7200
                           (Issuer's telephone number)


        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X]
No [ ]

        The number of shares outstanding of the registrant's only class of
Common Stock, no par value, were 12,953,385 on March 31, 2001.

        Transitional Small Business Disclosure Format. Yes [ ] No [X]

================================================================================



<PAGE>   2

                           WILSHIRE TECHNOLOGIES, INC.

                              INDEX TO FORM 10-QSB


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
PART 1 - FINANCIAL INFORMATION                                                  PAGE
----------------------------------------------------------------------------------------
<S>        <C>                                                                  <C>
Item 1.    Financial Statements:

                  Condensed Consolidated Balance Sheets as of                    3
                  February 28, 2001 (Unaudited) and November 30, 2000

                  Condensed Consolidated Unaudited Statements of Operations      4
                  for the Three Months Ended February 28, 2001 and
                  February 29, 2000

                  Condensed Consolidated Unaudited Statements of Cash Flows      5
                  for the Three Months Ended February 28, 2001 and
                  February 29, 2000

                  Notes to Condensed Consolidated Unaudited Financial            6
                  Statements

Item 2.    Management's Discussion and Analysis                                  9
           or Plan of Operation

----------------------------------------------------------------------------------------
PART II - OTHER INFORMATION
----------------------------------------------------------------------------------------

Item 1.    Legal Proceedings                                                    12

Item 2.    Changes in Securities                                                12

Item 3.    Defaults Upon Senior Securities                                      12

Item 4.    Submission of Matters to a Vote of Security Holders                  12

Item 5.    Other Information                                                    13

Item 6.    Exhibits and Reports on Form 8-K                                     13

Signatures                                                                      13
</TABLE>



                                        2
<PAGE>   3

PART 1

ITEM 1.


                           WILSHIRE TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    February 28,       November 30,
                                                                        2001               2000
                                                                    ------------       ------------
                                                                     (Unaudited)          (Note 1)
<S>                                                                 <C>                <C>
ASSETS
Current assets:
    Cash                                                            $    580,000       $    413,000
    Accounts receivable trade, less allowance for doubtful
       accounts of $1,000 at February 28, 2001
       and $2,000 at November 30, 2000, respectively                          --              1,000
    Other current assets                                                 259,000            244,000
                                                                    ------------       ------------
Total current assets                                                     839,000            658,000

Property and equipment, net                                            2,636,000          2,781,000
Patents and trademarks, net                                               25,000             26,000
Receivable due from sale of division                                     945,000            945,000
                                                                    ------------       ------------
                                                                    $  4,445,000       $  4,410,000
                                                                    ============       ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Accounts payable                                                $     94,000       $     73,000
    Accrued expenses                                                     277,000            226,000
    Interest payable                                                   3,747,000          3,301,000
    Line of credit - related party                                    15,748,000         14,748,000
                                                                    ------------       ------------
Total current liabilities                                             19,866,000         18,348,000
                                                                    ------------       ------------
Commitments and contingencies

Shareholders' deficit:
    Preferred stock, no par value, 2,000,000 shares authorized
       and none issued or outstanding                                         --                 --
    Common stock, no par value, 50,000,000 shares
       authorized; 12,953,385 shares issued and outstanding           25,912,000         25,912,000
    Common stock warrants and options                                    495,000            495,000
    Accumulated deficit                                              (41,828,000)       (40,345,000)
                                                                    ------------       ------------
Total shareholders' deficit                                          (15,421,000)       (13,938,000)
                                                                    ------------       ------------
                                                                    $  4,445,000       $  4,410,000
                                                                    ============       ============
</TABLE>



                             See accompanying notes.
                                        3
<PAGE>   4

                           WILSHIRE TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            Three-Month Periods  Ended
                                         -------------------------------
                                         February 28,       February 29,
                                              2001              2000
                                         ------------       ------------
<S>                                      <C>                <C>
Net sales                                $     11,000       $    730,000
Cost of sales                                 529,000          1,177,000
                                         ------------       ------------
Gross loss                                   (518,000)          (447,000)
                                         ------------       ------------
Operating expenses:
    Marketing and selling                     145,000            141,000
    General and administrative                441,000            354,000
    Research and development                   21,000                 --
                                         ------------       ------------
Total operating expenses                      607,000            495,000
                                         ------------       ------------
Loss from operations                       (1,125,000)          (942,000)
Other income (expense)                         87,000                 --
Interest expense, net                        (444,000)          (353,000)
                                         ------------       ------------
Loss before provision
    for income taxes                       (1,482,000)        (1,295,000)
Provision for income taxes                      1,000              1,000
                                         ------------       ------------
Net loss                                 $ (1,483,000)      $ (1,296,000)
                                         ============       ============
Weighted average shares outstanding        12,953,000         12,953,000
                                         ============       ============
Basic and diluted loss per share         $      (0.11)      $      (0.10)
                                         ============       ============
</TABLE>



                             See accompanying notes.
                                        4
<PAGE>   5

                           WILSHIRE TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Three-Month Periods  Ended
                                                                   -----------------------------
                                                                   February 28,     February 29,
                                                                       2001             2000
                                                                   ------------     ------------
<S>                                                                <C>              <C>
OPERATING ACTIVITIES
Net loss                                                           $(1,483,000)      $(1,296,000)
Adjustments to reconcile net loss to net cash
       used in operating activities:
          Depreciation and amortization                                165,000           183,000
          Net change in operating assets and liabilities, net
             Decrease (Increase) in accounts receivable                  1,000           (92,000)
             Decrease in inventories                                        --           314,000
             Increase in other current assets                          (15,000)          (19,000)
             Increase in accounts payable and
                accrued expenses                                        72,000            46,000
             Increase in interest payable                              446,000           352,000
                                                                   -----------       -----------
Net cash used in operating activities                                 (814,000)         (512,000)
                                                                   -----------       -----------
INVESTING ACTIVITIES
Purchase of equipment                                                  (19,000)          (59,000)
                                                                   -----------       -----------
Net cash used in investing activities                                  (19,000)          (59,000)
                                                                   -----------       -----------
FINANCING ACTIVITIES
Proceeds from line of credit                                         1,000,000           450,000
                                                                   -----------       -----------
Net cash provided by financing activities                            1,000,000           450,000
                                                                   -----------       -----------
NET INCREASE (DECREASE) IN CASH                                        167,000          (121,000)
CASH - BEGINNING OF PERIOD                                             413,000           167,000
                                                                   -----------       -----------
CASH - END OF PERIOD                                               $   580,000       $    46,000
                                                                   ===========       ===========
</TABLE>



                             See accompanying notes.
                                        5
<PAGE>   6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Wilshire Technologies, Inc. (the "Company") operates in one business segment,
which is to develop, manufacture and market engineered polymer products for
industrial cleanroom use. The Company has historically developed, manufactured
and marketed engineered polymer products for industrial cleanroom use. In 1996,
the Company divested its Medical Products and Transdermal Products divisions and
focused primarily on products used in industrial cleanrooms, such as gloves and
contamination control products. From 1996 through 2000, substantially all of the
Company's reported historic revenues have been related to sales of its
contamination control products. On May 19, 2000 the Company completed the sale
of certain assets and selected liabilities of the Company's Wilshire
Contamination Control division (the "division") to Foamex Asia Co. LTD. (see
Note 4). During the third quarter of fiscal 2000, sales of the Company's
polyurethane glove ceased and the Company focused upon securing a strategic
partner for the new product development. Effective September 18, 2000, the
Company signed a Product Development, Purchase and License Agreement (the
"Agreement") with the Lycra(R) division of E. I. DuPont de Nemours and Company
("DuPont"). Under the Agreement, DuPont will develop and supply a new
proprietary polyurethane material and Wilshire will use the material to
manufacture and sell a disposable polyurethane glove for industrial cleanroom
applications. The Company, based in Carlsbad, California manufactures its
products at the Tijuana, Mexico facility of its wholly owned subsidiary,
Wilshire International de Mexico S.A. de C.V.

BASIS OF PRESENTATION

The Company has incurred substantial losses since its inception in 1990, and has
relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes that Trilon Dominion will continue to support the Company as
necessary through the end of fiscal year 2001.

The accompanying Condensed Consolidated Unaudited Financial Statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended February 28, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ending November 30, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the fiscal year ended November 30, 2000.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. Significant intercompany amounts and transactions
have been eliminated.

2. GOING CONCERN

The accompanying Condensed Consolidated Unaudited Financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
has a working capital deficiency of $19,027,000; a shareholders' deficit of
$15,421,000 as of February 28, 2001, has suffered recurring losses from
operations and is economically dependent on its majority shareholder to finance
operations. These matters, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Continuation of the Company is
dependent on the Company's ability to negotiate additional arrangements with its
majority shareholder, raise additional capital and to achieve profitability. The
Condensed Consolidated Unaudited Financial Statements do not include any
adjustments that might result from the outcome of this uncertainty. Although
management has been successful in obtaining working capital from its majority
shareholder to fund operations to date, there can be no assurance that the
Company will be able to raise additional capital in the future.



                                        6
<PAGE>   7

The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 million for the year ending November 2001.
Trilon Dominion, the Company's largest shareholder with over 73% of the shares
outstanding, has acknowledged the Company's cash flow needs and has indicated
its commitment to provide financial support to the Company through November 30,
2001 to the extent of such budgeted cash flow requirements. However given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. In the event that such funds are not received it
is unlikely that the Company will be successful in raising capital from other
sources. If adequate funds are not available to finance current operations, the
Company will be unable to execute its business development efforts and may be
unable to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Management's recent actions in regard to these matters
are as follows:

1) During fiscal 2000, the Company sold selected assets and liabilities totaling
$945,000 related to the Company's Wilshire Contamination Control to Foamex Asia
Co. LTD. (the "Buyer"), an affiliate of Foamex International (FMX:NASDAQ) for a
potential sales price up to $2,500,000. (See Note 4). Payments of the sale price
are due from the Buyer on a quarterly basis based on a fixed percentage of sales
by the Buyer of certain products. Foamex International is an international
developer; manufacturer and supplier of high-quality foam, including key
materials utilized in contamination control environments. Foamex Asia Co. Ltd.,
located in Singapore and in Thailand, is currently a major supplier of specialty
foam products to the Asian market.

As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest $1,000,000
of capital in equipment and machinery which, the Company believes, will lead to
lower manufacturing costs of the Buyer over the next three years. The Company
further believes the transaction was in its best interests as the likelihood of
increased sales due to the lower manufacturing costs may provide not only a
return of the initial investment of $945,000, but additional payments from the
Buyer up to a total of $2,500,000.

2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration, certain
labor, facilities, services, personnel and other items with respect to Foamex's
ongoing operation of the Division's business. The agreement, which commenced on
May 19, 2000 and will continue until December 31, 2001, will provide additional
funds to offset operating expenses of approximately $480,000 for fiscal year
2001.

3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the "Agreement") with the Lycra(R) division of E. I. DuPont
de Nemours and Company ("DuPont"). Under the Agreement, DuPont will develop and
supply a new proprietary polyurethane material and Wilshire will use the
material to manufacture and sell a disposable polyurethane glove for industrial
cleanroom applications. The Company will begin production of the new gloves in
the second quarter of 2001.

The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales of
its new glove, the Company will position itself to begin generating sufficient
cash flow to fund working capital and investment activities by early 2002. If
the Company does attain its sales goals, it believes that it will be able to
raise additional capital, as needed in the future. There can be no assurance,
however, that the Company will be successful in any of the above mentioned
actions or plans on a timely basis, or at all.



                                        7
<PAGE>   8

3.  FINANCIAL STATEMENT INFORMATION

Inventories consist of the following:

<TABLE>
<CAPTION>
                      February 28,    November 30,
                          2001            2000
                      ------------    ------------
<S>                   <C>             <C>
Raw materials          $ 112,000       $ 113,000
Work in process            2,000              --
Finished goods             2,000           5,000
Inventory reserve       (116,000)       (118,000)
                       ---------       ---------
                       $      --       $      --
                       =========       =========
</TABLE>

4. SALE OF DIVISION

On May 19, 2000 the Company completed the sale of certain assets and selected
liabilities of the Company's Wilshire Contamination Control division (the
"division") to Foamex Asia Co. LTD. (the "Buyer"), an affiliate of Foamex
International (FMX:NASDAQ) for a potential sales price up to $2,500,000.
Substantially all of the historic revenues reported by the Company related to
this division.

Payments are due from the Buyer on a quarterly basis based on a fixed percentage
of sales by the buyer of certain products, as defined in the asset purchase
agreement, subject to certain cash flow provisions.

As no proceeds were due to the Company on the date of closing, the Company has
recorded a receivable, which equates to the net book value of the net assets
sold. Such receivable totals $945,000. The Company has a secured interest in the
net assets sold. All payments of the sales price will be applied against the
receivable, under the cost recovery method, with no recognition of gain until
the receivable is paid in full. The Company believes that the asset recorded is
not impaired.

In addition to the sale of assets, the Buyer and Seller entered into an
agreement where the Company agreed to provide Foamex, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamex's ongoing operation of the Division's business. The agreement commenced
on May 19, 2000 and will continue until December 31, 2001.

The sale agreement gives the Buyer the option to delay payment through October
1, 2001; accordingly to date no payments have been made by the Buyer. The Buyer
has made all other payments as required by the sale agreement on a timely basis,
and has represented both verbally and in writing to the Company that it has the
financial ability to meet its payment obligations. Management has not received
any financial information with which to evaluate the Buyer's ability to pay the
receivable, as the Buyer is not obligated to provide the financial statements.
As such, while uncertainty exists as to the collectibility of the receivable,
management has no reason to believe that the receivable will not be collected on
a timely basis.

5.  LINE OF CREDIT

On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended
Agreement"), secured by the Company's assets, which included principal of
$4,000,000 from a previous agreement, $750,000 from Demand Notes, accrued
interest and management fees of $543,297 on the Agreement and Demand Notes, and
a new credit line commitment of $2,200,000. Under the terms of the Amended
Agreement, the principal of $7,493,297 was due on December 31, 1998, and
interest was payable quarterly at an annual rate of 11.5%. From March 1998 to
November 1998, the Company issued Demand notes totaling $930,000 at an interest
rate of 11.5% under the credit line agreement.

In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000, which was extended to June 30, 2000, January 31, 2001
and January 31, 2002, in December 31, 1999, June 30, 2000 and January 17, 2001
amendments to the credit line



                                        8
<PAGE>   9

agreement. In fiscal 1999, the Company issued demand notes totaling $3,510,000
under the line of credit agreement and capitalized debt issuance costs of
$18,000. Of the notes issued in fiscal 1999, $2,010,000 of notes bear interest
at a rate of 11.5% annually; the remaining $1,500,000 of demand notes bear
interest at a rate of prime plus 3%. In fiscal 2000, the Company issued demand
notes totaling $2,813,000 under the line of credit agreement. The notes issued
in fiscal 2000 bear interest at a rate of prime plus 3%. For the first three
months of fiscal 2001, the Company issued demand notes totaling $1,000,000 at a
rate of prime plus 3% (12.5% at February 28, 2001). All of the notes are due on
demand. Subsequent to February 28, 2001 two additional demand notes aggregating
$600,000 were issued by the Company.

5.  COMMITMENTS AND CONTINGENCIES

BREAST IMPLANT LITIGATION

During the first three months of 2001, there have been no significant
developments in the Breast Implant Litigation. For information regarding legal
proceedings, refer to the information contained in the Company's Annual Report
on Form 10-KSB for the fiscal year ended November 30, 2000, under Note 7 to the
financial statements included therein.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

With the exception of discussions regarding historical information,
"Management's Discussion and Analysis or Plan of Operation" contains forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events, which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are
not limited to, the Company's future cash flows and ability to obtain sufficient
financing, timing and volume of sales orders, level of gross margins and
operating expenses, lack of market acceptance or demand for new product lines,
price competition, conditions in the contamination control industry and the
economy in general, as well as legal proceedings. The economic risk associated
with material cost fluctuations and inventory obsolescence is significant to the
Company. The ability to manage inventories through procurement and utilization
of component materials and the ability to generate new glove sales could have a
significant impact on future results of operations or financial condition.
Historical results are not necessarily indicative of the operating results for
any future period.

Subsequent written and oral forward looking statements attributable to the
Company or persons acting on the Company's behalf are expressly qualified in
their entirety by cautionary statements in this Form 10-QSB and in other reports
that have been filed with the Securities and Exchange Commission. The following
discussion should be read in conjunction with the Condensed Consolidated
Unaudited Financial Statements and the Notes thereto included elsewhere in this
filing.

Overview

The Company has incurred substantial losses since its inception in 1990, and has
relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes that Trilon Dominion will continue to support the Company's
working capital needs as necessary through the end of fiscal year 2001.

Accordingly, the accompanying Condensed Consolidated Unaudited Financial
Statements have been prepared assuming the Company will continue to operate as a
going concern. Should Trilon Dominion discontinue providing working capital
support to the Company, the Company would have insufficient working capital to
meet its operational needs for the foreseeable future.



                                        9
<PAGE>   10

Effective September 18, 2000, the Company signed a Product Development, Purchase
and License Agreement (the "Agreement") with the Lycra(R) division of E. I.
DuPont de Nemours and Company ("DuPont"). Under the Agreement, DuPont will
develop and supply a new proprietary polyurethane material and Wilshire will use
the material to manufacture and sell a disposable polyurethane glove for
industrial cleanroom applications.

In the first quarter of fiscal year 2001, the Company focused upon the
completion of the development of the new polyurethane glove with DuPont and
began production of the glove in March 2001.

NET SALES

The Company markets its products directly to end-users through a limited number
of internal sales personnel and is sold through international, national and
regional distributors. Revenue for all sales is recognized when title transfers,
generally when products are shipped.

Net sales decreased by $719,000 (98.0%) to $11,000 for the first three months of
2001 as compared to sales of $730,000 for 2000. The decrease in sales for the
quarter was due to the sale of the Wilshire Contamination Control Division to
Foamex Asia Co. Ltd. on May 19, 2000. Sales essentially ceased at that time
while the Company focused on development of a new polyurethane glove made with
proprietary material supplied by DuPont.

GROSS MARGIN

For the first quarter ended February 28, 2001, the Company recorded a negative
gross margin of $518,000 as compared to a negative gross margin of $447,000 in
the same period of 2000. The losses for the quarter were primarily attributable
to high-unabsorbed operating costs of its glove manufacturing plant.

MARKETING AND SELLING EXPENSES

Marketing and selling expenses increased by $4,000 (3.0%) to $145,000 in the
first quarter of 2001 from $141,000 for the comparable period of 2000. The
increase, as compared to the first quarter of 2000, was primarily attributable
to an increase in headcount which was offset by lower travel and certain other
expenses previously associated with the Company's Wilshire Contamination Control
division, which was sold to Foamex Asia Co. LTD. in the second quarter of fiscal
year 2000.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses include costs related to the Company's
administrative costs such as executive and office salaries, related payroll
expenses, investor relations, professional fees, supplies and utilities.

General and administrative expenses increased $87,000 (25.0%) to $441,000 in the
first quarter of 2001 from $354,000 in the first quarter of 2000. The increase
in expense was due to increases in executive headcount, professional fees and an
increase of administrative personnel at the Company's glove facility in Tijuana,
Mexico of its wholly owned subsidiary, Wilshire International de Mexico S.A. de
C.V.

RESEARCH AND DEVELOPMENT

Research and development expenses of $21,000 were incurred in the first quarter
of 2001 for outside testing of the Company's new polyurethane glove. The Company
did not incur any research and development costs in the first quarter of 2000.



                                       10
<PAGE>   11

OTHER INCOME

The Company recorded other income of $87,000 in the first quarter of 2001. This
income comprises consulting income of $89,000 from the Ongoing Service Agreement
with Foamex Asia. The Company did not record any other income in the first
quarter of 2000.

INTEREST EXPENSE, NET

The Company reported higher interest expense in the first quarter of 2001
compared with the first quarter of 2000 due to an increase in prime rate and an
increase in debt outstanding. Interest expense is related primarily to interest
on the line of credit due to Trilon Dominion Partners, LLC. (See Note 5 to
the Condensed Consolidated Unaudited Financial Statements).

INCOME TAXES

For the quarter ended February 28, 2001,the Company sustained losses for both
financial reporting and income tax purposes. A tax provision of $1,000 related
to state income taxes was recorded in the condensed financial statements for
2000 and 2001.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying condensed unaudited consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
has a working capital deficiency of $19,027,000; a shareholders' deficit of
$15,421,000 as of February 28, 2001, has suffered recurring losses from
operations and is economically dependent on its majority shareholder to finance
operations. These matters, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Continuation of the Company is
dependent on the Company's ability to negotiate additional arrangements with its
majority shareholder, raise additional capital and to achieve profitability. The
condensed unaudited consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Although
management has been successful in obtaining working capital from its majority
shareholder to fund operations to date, there can be no assurance that the
Company will be able to raise additional capital in the future.

The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 million for the year ending November 2001.
Trilon Dominion, the Company's largest shareholder with over 73% of the shares
outstanding, has acknowledged the Company's cash flow needs and has indicated
its commitment to provide financial support to the Company through November 30,
2001 to the extent of such budgeted cash flow requirements. However given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. In the event that such funds are not received it
is unlikely that the Company will be successful in raising capital from other
sources. If adequate funds are not available to finance current operations, the
Company will be unable to execute its business development efforts and may be
unable to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Management's recent actions in regard to these matters
are as follows:

1) During fiscal 2000, the Company sold selected assets and liabilities totaling
$945,000 related to the Company's Wilshire Contamination Control to Foamex Asia
Co. LTD. (the "Buyer"), an affiliate of Foamex International (FMX:NASDAQ) for a
potential sales price up to $2,500,000. (See Note 4). Payments of the sale price
are due from the Buyer on a quarterly basis based on a fixed percentage of sales
by the Buyer of certain products. Foamex International is an international
developer; manufacturer and supplier of high-quality foam, including key
materials utilized in contamination control environments. Foamex Asia Co. Ltd.,
located in Singapore and in Thailand, is currently a major supplier of specialty
foam products to the Asian market.



                                       11
<PAGE>   12

As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest $1,000,000
of capital in equipment and machinery which, the Company believes, will lead to
lower manufacturing costs of the Buyer over the next three years. The Company
further believes the transaction was in its best interests as the likelihood of
increased sales due to the lower manufacturing costs may provide not only a
return of the initial investment of $945,000, but additional payments from the
Buyer up to a total of $2,500,000.

2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration, certain
labor, facilities, services, personnel and other items with respect to Foamex's
ongoing operation of the Division's business. The agreement, which commenced on
May 19, 2000 and will continue until December 31, 2001, will provide additional
funds to offset operating expenses of approximately $480,000 for fiscal year
2001.

3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the "Agreement") with the Lycra(R) division of E. I. DuPont
de Nemours and Company ("DuPont"). Under the Agreement, DuPont will develop and
supply a new proprietary polyurethane material and Wilshire will use the
material to manufacture and sell a disposable polyurethane glove for industrial
cleanroom applications. The Company will begin production of the new gloves in
the second quarter of 2001.

The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales of
its new glove, the Company will position itself to begin generating sufficient
cash flow to fund working capital and investment activities by early 2002. If
the Company does attain its sales goals, it believes that it will be able to
raise additional capital, as needed in the future. There can be no assurance,
however, that the Company will be successful in any of the above mentioned
actions or plans on a timely basis, or at all.

Management assesses the Company's liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.

During 2000 and the first three months of 2001, the Company has not generated
sufficient cash from operations to fund its working capital and equipment
purchase requirements. Net cash used in operating activities was $814,000 in
the first three months of 2001 versus net cash used in operating activities of
$512,000 in the first three months of 2000. The increase in the cash used in
operating activities was primarily due to the sale of the Company's Wilshire
Contamination Control division to Foamex Asia, Co. Ltd. in May 2000.

Net cash used in investing activities was $19,000 in the first three months of
2001, versus net cash used by investing activities of $59,000 in the first three
months of 2000. The higher investing activities in the first quarter of the
prior year were related to purchases of glove production equipment that occurred
in the first part of fiscal 2000.

Net cash provided by financing activities was $1,000,000 in the first three
months of 2001 versus $450,000 in the first three months of 2000. The debt
financing in both years was obtained from Trilon Dominion Partners, LLC. The
Company's need for financing increased in 2001 due to the sale of the Company's
Wilshire Contamination Control division.

For the first three months of fiscal 2001, the Company issued additional demand
notes totaling $1,000,000 at a rate of prime plus 3% (12.5% at February 28,
2001). All of the notes are due on demand.

For the three-month period ended February 28, 2001, the Company has used its
current credit facilities with Trilon Dominion to fund its continuing negative
cash flows from operating and investing activities. The Company expects to
continue to have negative cash flow from operating and investing activities
through fiscal year 2001. Management believes that Trilon Dominion, the



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Company's largest shareholder with over 73% of the shares outstanding, will
continue to support the Company as necessary through the end of fiscal year
2001. However, given that no written commitment exists, the Company is exposed
to the substantial risk that it will not receive the funds from Trilon Dominion
to fund present and future working capital needs.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         For information regarding legal proceedings, refer to the information
         contained in the Company's annual report on Form 10-KSB for the fiscal
         year ended November 30, 2000 under the heading, "Legal Proceedings" and
         Note 7 to the financial statements therein.

ITEM 2.  CHANGES IN SECURITIES:

         On May 16, 1995 a Settlement Agreement was approved by the United
         States District Court for the Southern District of California between
         the Company and members of the Settlement Class in an "Amended
         Consolidated Class Action Complaint" against the Company. Under the
         Settlement Agreement, the Company issued warrants for 2,750,000 shares
         of common stock to the Settlement Class at an exercise price of $2.33
         per share subject to adjustment to protect against dilution. The
         Company valued the warrants at $0.10 per underlying common share and
         recorded a charge to earnings of $275,000 in fiscal 1994. The
         Settlement Warrants are exercisable between November 28, 1999 and
         November 28, 2002, but only after the Company's common stock underlying
         the Settlement Warrants has been registered under the Securities Act of
         1933. The Company is obliged to register the underlying shares of
         common stock at the later of (i) the second anniversary of the date of
         issuance of the warrants or (ii) as soon as commercially reasonable
         after the date when the average closing price of the Company's common
         stock over fifteen consecutive trading days is more than the revised
         warrant exercise price as discussed below.

         In January 1996, 8,441,430 shares of the Company's Common Stock were
         issued to Trilon Dominion Partners, L.L.C., ("Trilon") the Company's
         majority shareholder, in settlement for debt and interest outstanding.
         At that date, the warrant exercise price under the Settlement Agreement
         was not yet finally determined, the settlement warrant agreement was
         not signed, and the warrants did not exist. Upon the execution of the
         warrant agreement, the settlement warrant price and the number of
         shares issuable on exercise of the settlement warrants should have been
         adjusted and certified under the terms of the Settlement Agreement,
         however, such adjustment and certification were not performed by the
         Company. Since January 1996, the Company has issued stock, has issued
         warrants in connection with its debt agreements and has issued stock
         options to employees (under the two Company Stock option plans),
         vendors and consultants. Effective November 30, 2000 the Company
         performed a cumulative calculation of the impact of the equity
         transactions since January 1996 and has determined that the revised
         exercise price of each settlement warrant as of that date was $1.39 and
         the total number of shares issuable under the settlement warrants
         equaled 4,613,658 at the same date. In consideration of the
         restrictions on exercise of such warrants, a charge to earnings was not
         recorded for the year ended November 30, 2000 to reflect the
         modification as the value of the warrants is deemed to be de minimus.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

         None.



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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)  EXHIBITS:

         10.191  Demand Note dated January 5, 2001 between the Registrant and
                 Trilon Dominion Partners, L.L.C.

         10.192  Demand Note dated February 5, 2001 between the Registrant and
                 Trilon Dominion Partners, L.L.C.

         10.193  Letter dated March 28, 2001 to Holders of the Warrants expiring
                 November 28, 2002 re: change in Warrant Exercise Price and in
                 number of shares issuable on exercise


         (b)  REPORTS ON FORM 8-K:

                 None.


SIGNATURES

In accordance with requirements of the Securities Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                          WILSHIRE TECHNOLOGIES, INC.



Dated: April 13, 2001                     By:/S/ Kathleen E. Terry
                                             -----------------------------------
                                                Kathleen E. Terry
                                                Chief Financial Officer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)



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