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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 August 31, 2002
|                                              
|[   ]                                          |  | 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)


|                                                                         |  |                                               
|------------------------------------------------------------------------ |  | ----------------------------------------------
|California(State or other jurisdiction of incorporation or organization) |  | 33-0433823(I.R.S. Employer Identification No.)

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 20,964,423 on September 26, 2002.

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



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TABLE OF CONTENTS



|                            |                                                                   |                                                                                  |  |  |  |  |  | 
|--------------------------- | ----------------------------------------------------------------- | -------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART 1                     
|                            | Item 1                                                           
|                            |                                                                   | Condensed Consolidated Balance Sheets                                           
|                            |                                                                   | Condensed Consolidated Statements of Operations for the Three-Month Period Ended
|                            |                                                                   | Condensed Consolidated Statements of Operations for the Nine-Month Period Ended 
|                            |                                                                   | Condensed Consolidated Statements of Cash Flows                                 
|                            | Item 2. Managements Discussion and Analysis or Plan of Operation
|                            | Item 3. Procedures and Controls                                  
|PART II  OTHER INFORMATION
|                            | Item 1. Legal Proceedings:                                       
|                            | Item 2. Changes in Securities and Use of Proceeds:               
|                            | Item 3. Defaults Upon Senior Securities:                         
|                            | Item 4. Submission of Matters to a Vote of Security Holders:     
|                            | Item 5. Other Information:                                       
|                            | Item 6. Exhibits and Reports on Form 8-K                         
|SIGNATURES                 
|EXHIBIT 10.221             
|EXHIBIT 10.222             
|EXHIBIT 10.223             
|EXHIBIT 10.224             
|EXHIBIT 99.1               



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WILSHIRE TECHNOLOGIES, INC.

INDEX TO FORM 10-QSB

|                                           |  |                                                           |  |  |  |                                                                                                                          |  |    |    |  |  |      |   | 
|------------------------------------------ |  | --------------------------------------------------------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------ |  | -- | -- |  |  | ---- | - | 
|                                           |  |                                                           |  |  |  |                                                                                                                          |  |    |    |  |  | PAGE
|                                           |  |                                                           |  |  |  |                                                                                                                          |  |    |    |  |  |     
|PART 1 - FINANCIAL INFORMATION (UNAUDITED) |  |                                                           |  |  |  |                                                                                                                          |  |   
|                                          
|Item 1.                                    |  | Financial Statements:                                     |  |  |  |                                                                                                                          |  |    |    | 
|                                          
|                                           |  |                                                           |  |  |  | Condensed Consolidated Balance Sheets as of
August 31, 2002 (Unaudited) and November 30, 2001                            |  |    |    |  |  |      | 3 | 
|                                          
|                                           |  |                                                           |  |  |  | Condensed Consolidated Unaudited Statements of Operations
for the Three Months Ended August 31, 2002 and
August 31, 2001 |  |    |    |  |  |      | 4 | 
|                                          
|                                           |  |                                                           |  |  |  | Condensed Consolidated Unaudited Statements of Operations
for the Nine Months Ended August 31, 2002 and
August 31, 2001  |  |    |    |  |  |      | 5 | 
|                                          
|                                           |  |                                                           |  |  |  | Condensed Consolidated Unaudited Statements of Cash Flows
for the Nine Months Ended August 31, 2002 and August 31, 2001  |  |    |    |  |  |      | 6 | 
|                                          
|                                           |  |                                                           |  |  |  | Notes to Condensed Consolidated Unaudited Financial Statements                                                           |  |    |    |  |  |      | 7 | 
|                                          
|Item 2.                                    |  | Managements Discussion and Analysis or Plan of Operation |  |  |  |                                                                                                                          |  |    | 12 | 
|                                          
|Item 3.                                    |  | Procedures and Controls                                   |  |  |  |                                                                                                                          |  |    | 21 | 
|                                          
|PART II - OTHER INFORMATION                |  |                                                           |  |  |  |                                                                                                                          | 
|                                          
|Item 1.                                    |  | Legal Proceedings                                         |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Item 2.                                    |  | Changes in Securities and Use of Proceeds                 |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Item 3.                                    |  | Defaults Upon Senior Securities                           |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Item 4.                                    |  | Submission of Matters to a Vote of Security Holders       |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Item 5.                                    |  | Other Information                                         |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Item 6.                                    |  | Exhibits and Reports on Form 8-K                          |  |  |  |                                                                                                                          |  |    | 22 | 
|                                          
|Signatures                                 |  |                                                           |  |  |  |                                                                                                                          |  | 23 |   

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Wilshire Technologies, Inc.
Condensed Consolidated Balance Sheets
(See Note 2)










PART 1

Item 1.

|                                              |                                                                                                                                                                           |   |             |             |              |   |             |             |  
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | ----------- | ------------ | - | ----------- | ----------- | -
|                                              |                                                                                                                                                                           |   | August 31,  |             | November 30,
|                                              |                                                                                                                                                                           |   | 2002        |             | 2001        
|                                              |                                                                                                                                                                           |   |             |             |             
|                                              |                                                                                                                                                                           |   | (Unaudited) |             | (Note 1)    
|Assets                                        |                                                                                                                                                                           |   |             |             |              |   |             |            
|Current assets:                               |                                                                                                                                                                           |   |             |             |              |   |             |            
|                                              | Cash                                                                                                                                                                      |   | $           | 566,000     |              |   | $           | 314,000     |  
|                                              | Accounts receivable trade, less allowance for
doubtful accounts of $375 at August 31, 2002 and
November 30, 2001                                                          |   |             | 54,000      |              |   |             | 46,000      |  
|                                              | Inventories (Note 3)                                                                                                                                                      |   |             | 122,000     |              |   |             | 38,000      |  
|                                              | Other current assets                                                                                                                                                      |   |             | 441,000     |              |   |             | 320,000     |  
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|Total current assets                          |                                                                                                                                                                           |   | 1,183,000   |             |              |   | 718,000     |            
|Property and equipment, net (Note 4)          |                                                                                                                                                                           |   | 5,481,000   |             |              |   | 2,644,000   |            
|Patents and trademarks, net                   |                                                                                                                                                                           |   | 47,000      |             |              |   | 29,000      |            
|Receivable due from sale of division (Note 5) |                                                                                                                                                                           |   |            |             |              |   | 687,000     |            
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|                                              |                                                                                                                                                                           | $ | 6,711,000   |             |              | $ | 4,078,000   |            
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|Liabilities and shareholders deficit         |                                                                                                                                                                           |   |             |             |              |   |             |            
|Current liabilities:                          |                                                                                                                                                                           |   |             |             |              |   |             |            
|                                              | Accounts payable                                                                                                                                                          |   | $           | 259,000     |              |   | $           | 171,000     |  
|                                              | Accrued expenses                                                                                                                                                          |   |             | 619,000     |              |   |             | 390,000     |  
|                                              | Interest payable-related party (Note 6)                                                                                                                                   |   |             | 6,705,000   |              |   |             | 5,164,000   |  
|                                              | Line of credit- related party due on demand (Note 6)                                                                                                                      |   |             | 25,769,000  |              |   |             | 18,704,000  |  
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|Total current liabilities                     |                                                                                                                                                                           |   | 33,352,000  |             |              |   | 24,429,000  |            
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|Commitments and contingencies                 |                                                                                                                                                                           |   |             |             |              |   |             |            
|Shareholders deficit (Note 6)                |                                                                                                                                                                           |   |             |             |              |   |             |            
|                                              | Preferred stock, no par value, 2,000,000 shares
authorized and none issued or outstanding                                                                                 |   |             |            |              |   |             |            |  
|                                              | Common stock, no par value, 100,000,000 shares
authorized; 20,964,423 and 12,953,385 shares issued
and outstanding at August 31, 2002 and November 30,
2001, respectively |   |             | 27,204,000  |              |   |             | 25,912,000  |  
|                                              | Common stock warrants and options                                                                                                                                         |   |             | 870,000     |              |   |             | 495,000     |  
|                                              | Accumulated deficit                                                                                                                                                       |   |             | (54,715,000 | )            |   |             | (46,758,000 | )
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|Total shareholders deficit                   |                                                                                                                                                                           |   | (26,641,000 | )           |              |   | (20,351,000 | )          
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            
|                                              |                                                                                                                                                                           | $ | 6,711,000   |             |              | $ | 4,078,000   |            
|                                              |                                                                                                                                                                           |   |             |             |              |   |             |            

See accompanying notes to financial statements.

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Wilshire Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(See Note 2)

|                                       |                                        |   |                          |         |            |   |            |         | 
|-------------------------------------- | -------------------------------------- | - | ------------------------ | ------- | ---------- | - | ---------- | ------- | 
|                                       |                                        |   | Three-Month Period Ended
|                                       |                                        |   |                         
|                                       |                                        |   | August 31,               |         | August 31,
|                                       |                                        |   | 2002                     |         | 2001      
|                                       |                                        |   |                          |         |           
|Net sales                              |                                        | $ | 157,000                  |         |            | $ | 25,000     |        
|Cost of sales                          |                                        |   | 1,731,000                |         |            |   | 824,000    |        
|                                       |                                        |   |                          |         |            |   |            |        
|Gross loss                             |                                        |   | (1,574,000               | )       |            |   | (799,000   | )      
|                                       |                                        |   |                          |         |            |   |            |        
|Operating expenses:                    |                                        |   |                          |         |            |   |            |        
|                                       | Marketing and selling                  |   |                          | 296,000 |            |   |            | 214,000 | 
|                                       | General and administrative             |   |                          | 244,000 |            |   |            | 315,000 | 
|                                       | Research and development               |   |                          |        |            |   |            | 10,000  | 
|                                       | Loss
due to impairment of fixed assets |   |                          | 600,000 |            |   |            |        | 
|                                       |                                        |   |                          |         |            |   |            |        
|Total operating expenses               |                                        |   | 1,140,000                |         |            |   | 539,000    |        
|                                       |                                        |   |                          |         |            |   |            |        
|Loss from operations                   |                                        |   | (2,714,000               | )       |            |   | (1,338,000 | )      
|Other
income, net                      |                                        |   | 137,000                  |         |            |   | 81,000     |        
|Interest expense, net                  |                                        |   | (578,000                 | )       |            |   | (475,000   | )      
|                                       |                                        |   |                          |         |            |   |            |        
|Loss before provision for income taxes |                                        |   | (3,155,000               | )       |            |   | (1,732,000 | )      
|Provision for income taxes             |                                        |   |                         |         |            |   |           |        
|                                       |                                        |   |                          |         |            |   |            |        
|Net loss                               |                                        | $ | (3,155,000               | )       |            | $ | (1,732,000 | )      
|                                       |                                        |   |                          |         |            |   |            |        
|Weighted average shares outstanding    |                                        |   | 20,964,000               |         |            |   | 12,953,000 |        
|                                       |                                        |   |                          |         |            |   |            |        
|Basic and diluted loss per share       |                                        | $ | (0.15                    | )       |            | $ | (0.13      | )      
|                                       |                                        |   |                          |         |            |   |            |        

See accompanying notes to financial
statements.

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Wilshire Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(See Note 2)

|                                       |                                        |   |                         |           |            |   |            |           | 
|-------------------------------------- | -------------------------------------- | - | ----------------------- | --------- | ---------- | - | ---------- | --------- | 
|                                       |                                        |   | Nine-Month Period Ended
|                                       |                                        |   |                        
|                                       |                                        |   | August 31,              |           | August 31, |  
|                                       |                                        |   | 2002                    |           | 2001      
|                                       |                                        |   |                         |           |           
|Net sales                              |                                        | $ | 384,000                 |           |            | $ | 155,000    |          
|Cost of sales                          |                                        |   | 4,068,000               |           |            |   | 1,991,000  |          
|                                       |                                        |   |                         |           |            |   |            |          
|Gross loss                             |                                        |   | (3,684,000              | )         |            |   | (1,836,000 | )        
|                                       |                                        |   |                         |           |            |   |            |          
|Operating expenses:                    |                                        |   |                         |           |            |   |            |          
|                                       | Marketing and selling                  |   |                         | 757,000   |            |   |            | 504,000   | 
|                                       | General and administrative             |   |                         | 1,247,000 |            |   |            | 1,216,000 | 
|                                       | Research and development               |   |                         | 2,000     |            |   |            | 34,000    | 
|                                       | Loss
due to impairment of fixed assets |   |                         | 600,000   |            |   |            |          | 
|                                       |                                        |   |                         |           |            |   |            |          
|Total operating expenses               |                                        |   | 2,606,000               |           |            |   | 1,754,000  |          
|                                       |                                        |   |                         |           |            |   |            |          
|Loss from operations                   |                                        |   | (6,290,000              | )         |            |   | (3,590,000 | )        
|Other
income, net                      |                                        |   | 262,000                 |           |            |   | 280,000    |          
|Interest expense, net                  |                                        |   | (1,928,000              | )         |            |   | (1,384,000 | )        
|                                       |                                        |   |                         |           |            |   |            |          
|Loss before provision for income taxes |                                        |   | (7,956,000              | )         |            |   | (4,694,000 | )        
|Provision for income taxes             |                                        |   | 1,000                   |           |            |   | 1,000      |          
|                                       |                                        |   |                         |           |            |   |            |          
|Net loss                               |                                        | $ | (7,957,000              | )         |            | $ | (4,695,000 | )        
|                                       |                                        |   |                         |           |            |   |            |          
|Weighted average shares outstanding    |                                        |   | 19,879,000              |           |            |   | 12,953,000 |          
|                                       |                                        |   |                         |           |            |   |            |          
|Basic and diluted loss per share       |                                        | $ | (0.40                   | )         |            | $ | (0.36      | )        
|                                       |                                        |   |                         |           |            |   |            |          

See accompanying notes to financial statements.

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Wilshire Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(See Note 2)

|                                                                            |                               |                                                |                                                   |            |                         |           |            |           |         |           |  
|--------------------------------------------------------------------------- | ----------------------------- | ---------------------------------------------- | ------------------------------------------------- | ---------- | ----------------------- | --------- | ---------- | --------- | ------- | --------- | -
|                                                                            |                               |                                                |                                                   |            | Nine-Month Period Ended
|                                                                            |                               |                                                |                                                   |            |                        
|                                                                            |                               |                                                |                                                   |            | August 31,              |           | August 31,
|                                                                            |                               |                                                |                                                   |            | 2002                    |           | 2001      
|                                                                            |                               |                                                |                                                   |            |                         |           |           
|Operating activities                                                        |                               |                                                |                                                   |            |                         |           |            |          
|Net loss                                                                    |                               | $                                              | (7,957,000                                        | )          |                         | $         | (4,695,000 | )        
|Adjustments to reconcile net loss to net cash used in
operating activities: |                               |                                                |                                                   |            |                         |           |            |          
|                                                                            |                               | Depreciation and amortization                  |                                                   |            | 568,000                 |           |            |           | 486,000 |          
|                                                                            |                               | Options Issued to Majority Shareholder         |                                                   |            | 375,000                 |           |            |           |        |          
|                                                                            |                               | Loss from Write Off of Assets                  |                                                   |            | 142,000                 |           |            |           |        |          
|                                                                            |                               | Loss
due to Impairment of Fixed Assets         |                                                   |            | 600,000                 |           |            |           |        |          
|                                                                            |                               | Net change in operating assets and liabilities |                                                   |            |                         |           |            |           |         |          
|                                                                            |                               |                                                | Increase in accounts receivable                   |            |                         | (8,000    | )          |           |         | (18,000   | )
|                                                                            |                               |                                                | Increase in inventories                           |            |                         | (84,000   | )          |           |         | (100,000  | )
|                                                                            |                               |                                                | Increase in other current assets                  |            |                         | (121,000  | )          |           |         | (65,000   | )
|                                                                            |                               |                                                | Increase in accounts payable and
accrued expenses |            |                         | 317,000   |            |           |         | 234,000   |  
|                                                                            |                               |                                                | Increase in interest payable                      |            |                         | 1,554,000 |            |           |         | 1,385,000 |  
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Net cash used in operating activities                                       |                               |                                                | (4,614,000                                        | )          |                         |           | (2,773,000 | )        
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Investing activities                                                        |                               |                                                |                                                   |            |                         |           |            |          
|                                                                            | Purchases of equipment        |                                                |                                                   | (4,145,000 | )                       |           |            | (280,000  | )      
|                                                                            | Proceeds from note receivable |                                                |                                                   | 687,000    |                         |           |            |          |        
|                                                                            | Increase in other assets      |                                                |                                                   | (20,000    | )                       |           |            |          |        
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Net cash used in investing activities                                       |                               |                                                | (3,478,000                                        | )          |                         |           | (280,000   | )        
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Financing activities                                                        |                               |                                                |                                                   |            |                         |           |            |          
|                                                                            | Proceeds from line of credit  |                                                |                                                   | 8,344,000  |                         |           |            | 3,165,000 |        
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Net cash provided by financing activities                                   |                               |                                                | 8,344,000                                         |            |                         |           | 3,165,000  |          
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Net increase in cash                                                        |                               |                                                | 252,000                                           |            |                         |           | 112,000    |          
|Cash  beginning of period                                                  |                               |                                                | 314,000                                           |            |                         |           | 413,000    |          
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          
|Cash  end of period                                                        |                               | $                                              | 566,000                                           |            |                         | $         | 525,000    |          
|                                                                            |                               |                                                |                                                   |            |                         |           |            |          

See accompanying notes to financial
statements.

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NOTE 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 5). 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® division of E. I. DuPont de Nemours and Company
(DuPont). Under the Agreement, DuPont developed and began to supply a new
proprietary polyurethane material which is used by Wilshire 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 Partners, LLC
(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 2002.

The accompanying condensed consolidated unaudited financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America 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 accounting principles generally
accepted in the United States of America 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 and nine months ended August 31, 2002 are not
necessarily indicative of the results that may be expected for the fiscal year
ending November 30, 2002. 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, 2001.

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

NOTE 2. GOING CONCERN

The Companys consolidated financial statements included elsewhere herein have
been prepared assuming that the Company will continue as a going concern. The
Company has a working capital deficiency of $32,169,000 and a shareholders
deficit of $26,641,000 as of August 31, 2002, has suffered substantial
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 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 substantial negative cash flow from
operating and investing activities through the next twelve months. The Company
has projected its cash flow needs to be approximately $3 million for the
remainder of calendar 2002. Trilon Dominion, the Companys largest shareholder
with over 83% of the shares outstanding, has acknowledged the Companys cash
flow needs and has indicated its commitment to provide

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financial support to the Company through the end of the calendar year 2002 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
obtain and 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 5). 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 term of the agreement. 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.

In accordance with the terms of the sale agreement, a payment in the amount of
$258,000 was received from Foamex Asia Co. Ltd., on November 29, 2001 and
applied against the receivable. During the first nine months of 2002, the
Company received three additional payments totaling approximately $780,000 from
Foamex Asia Co. Ltd., of which $687,000 was applied to the remaining principal
balance  now paid in full  and $93,000 recognized as other income in the
third quarter ended August 31, 2002.

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, has been amended to extend through December 31,
2002 and will provide additional funds to offset operating expenses of
approximately $550,000 for fiscal year 2002.

3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the LYCRA® division of E. I. DuPont de
Nemours and Company (DuPont). Under the Agreement, DuPont developed and began
to supply a new proprietary polyurethane material, which is used by Wilshire to
manufacture and sell a disposable polyurethane glove for industrial and
non-industrial cleanroom applications.

The Agreement grants the Company an exclusive two-year license to purchase the
Material for the manufacture of its glove for sale into the cleanroom,
non-medical glove markets of North America, Asia (ex-Japan) and Japan. The
Agreement allows for up to three annual extensions of the exclusivity period
for the purchasing rights and for the selling rights into North America and
Asia (ex-Japan) upon the Company meeting certain performance criteria. In
order to maintain the exclusivity of the purchasing and selling rights beyond
the initial two-year period, the Company is required to meet annual revenue
thresholds of $6.9M, $16.3M and $26.5M for the 12-month periods ending June 30,
2003, 2004 and 2005, respectively. If the Company does not meet the stated
minimum revenue requirement, the Company can obtain annual non-exclusive rights
in these markets upon achievement of lesser annual thresholds of $3.45M, $8.15M
and $13.25M for the 12-month periods ending June 30, 2003, 2004 and 2005,
respectively. Given that Companys sales for the first nine months of fiscal
2002 totaled $384,000, it is unlikely that the Company will meet the minimum
revenue requirements for the 12 month period ending June 30, 2003. Although the
Company is in discussions with DuPont regarding the modification of the revenue
threshold requirements, the License Agreement has not been modified nor are
there any assurances from DuPont that it will be. Therefore, there can be no
assurance that the DuPont will extend the rights to use DuPonts Material, on
an exclusive or non-exclusive basis, for periods beyond the initial two-year
period.

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Under the Agreement, the Company is required to purchase all its polyurethane
requirements from DuPont through the end of 2005, if the extensions are
exercised. In conjunction with the Agreement, the Company also entered into a
Trademark License Agreement with Dupont that allows the Company to market the
new polyurethane glove under the LYCRA® trademark.

As partial consideration, in fiscal year 2000, the Company granted a stock
option to DuPont to purchase up to 2,000,000 shares of its common stock at an
exercise price of $.50 a share. This option was cancelled effective December
17, 2001 at which time the Company granted DuPont a different option with an
exercise price of $1 million.

Upon exercise of the new option, DuPont would receive 10% of the proceeds (as
defined in the option) from (i) any voluntary or involuntary liquidation,
dissolution or winding up of the Company, (ii) the sale of substantially all of
the Companys assets by the Company, or (iii) the acquisition of the Company by
another entity, not affiliated with Trilon Dominion, by means of a merger or
other form of corporate reorganization in which the outstanding shares of the
Company are exchanged for securities or other consideration issued by or on
behalf of the acquiring corporation (collectively a Liquidation).

In the event of Liquidation before December 31, 2004, the option becomes
exercisable on the day the Liquidation occurs. If there has been no
Liquidation before December 31, 2004, the option becomes exercisable on
December 30, 2004 and, if not exercised, expires at the close of business on
that day. The Company, may in its sole discretion, extend the December 31,
2004 date on at least 15 calendar days prior written notice to DuPont.

The Company began production of the new gloves in the third quarter of 2001 and
believes that the new, improved DuraCLEAN® gloves using LYCRA® eglantine fiber
will offer the market a glove with improved cleanliness, durability and
comfort. The glove will also have excellent ESD properties. The glove has the
distinct advantage of being able to be used as a one time disposable product
or, because of its durability, can be relaundered and used multiple times. The
relaunderability benefit is a significant factor as it allows for a reduction
in the cost of the glove and a large reduction in the waste stream of the
customer, which is a growing concern in the market.

Although the new gloves will be premium priced, management believes they will
be cost effective for users because the enhanced cleanliness will reduce
contamination and increase yield. Also, because of excellent abrasion
resistance they can be worn longer and changed less frequently than less
expensive gloves.

Because of the inherent cleanliness and the absence of chemical accelerators,
the new DuraCLEAN® with LYCRA® glove has expanded applications outside
traditional cleanroom markets. Some of the fastest growing market-segments for
Wilshire Technologies Inc. are medical device manufacturing,
telecommunications, biotechnology and highly sensitive laboratories. The
ability to re-launder and re-use the DuraCLEAN® glove has appeal in waste
sensitive markets in Japan.

The Glove will be marketed under the trademark DuraCLEAN® with LYCRA®. DuPont
will be active with the Company in the marketing of the product. The Company
will distribute the product through a variety of channels both in the US and
overseas.

The Company believes that with the potential of a return of $2,500,000  of
which $1,038,000 has been received by the Company as of August 31, 2002  on
the sale of its contamination control division to Foamex Asia Co., Ltd., with
the cost-sharing agreements in place to lower operating costs, with the sales
of its new glove, and with continued funding from Trilon Dominion, the Company
will position itself to begin generating sufficient cash flow to fund working
capital and investment activities by the end of 2003. 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 assurances, however, that the
Company will be successful in any of the above mentioned actions or plans on a
timely basis, or at all.

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NOTE 3. FINANCIAL STATEMENT INFORMATION

Inventories consist of the following:

|                   |  |            |         |              |  |   |         |  
|------------------ |  | ---------- | ------- | ------------ |  | - | ------- | -
|                   |  | August 31, |         | November 30,
|                   |  | 2002       |         | 2001        
|                   |  |            |         |             
|Raw materials      |  | $          | 95,000  |              |  | $ | 40,000  |  
|Work in process    |  |            | 3,000   |              |  |   |        |  
|Finished goods     |  |            | 56,000  |              |  |   | 30,000  |  
|Inventory reserves |  |            | (32,000 | )            |  |   | (32,000 | )
|                   |  |            |         |              |  |   |         |  
|                   |  | $          | 122,000 |              |  | $ | 38,000  |  
|                   |  |            |         |              |  |   |         |  

NOTE 4. LONG TERM ASSETS

Property and equipment consist of the following:

|                                               |  |            |            |              |  |   |            |  
|---------------------------------------------- |  | ---------- | ---------- | ------------ |  | - | ---------- | -
|                                               |  | August 31, |            | November 30,
|                                               |  | 2002       |            | 2001        
|                                               |  |            |            |             
|Machinery and Equipment                        |  | $          | 3,654,000  |              |  | $ | 4,303,000  |  
|Furniture and Office Equipment                 |  |            | 566,000    |              |  |   | 512,000    |  
|Leasehold improvements                         |  |            | 634,000    |              |  |   | 222,000    |  
|Construction in progress                       |  |            | 3,260,000  |              |  |   | 329,000    |  
|                                               |  |            |            |              |  |   |            |  
|                                               |  | $          | 8,114,000  |              |  | $ | 5,366,000  |  
|Less accumulated depreciation and amortization |  |            | (2,633,000 | )            |  |   | (2,722,000 | )
|                                               |  |            |            |              |  |   |            |  
|                                               |  | $          | 5,481,000  |              |  | $ | 2,644,000  |  
|                                               |  |            |            |              |  |   |            |  

The Company has adopted the provisions of SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of .
This statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

During the third quarter of fiscal 2002, the Company continued extensive
capital expansion programs to increase capacity levels and production
efficiencies of the glove plant. As part of the expansion, the Company wrote
off assets deemed no longer recoverable with a net book value of $97,000.
Additionally, the Company identified certain assets totaling $600,000
associated with the original glove dipping line to be replaced early in fiscal
2003. In accordance with the Companys accounting policies, the depreciable
life of the asset would be adjusted to fully depreciate the asset by early
2003. However, due to the uncertainty as to the Companys ability to recover
its investment in its long-term assets through the generation of future net
cash flows through 2003, the Company recognized a loss due to impairment of
such assets totaling $600,000 in the third quarter ended August 31, 2002.

The Company has evaluated the recoverability of the assets associated with its
existing glove plant by measuring the carrying cost of those assets  after
write downs  against the estimated undiscounted future cash flows associated with
those assets. The future cash flows calculated by the analysis appeared
sufficient to recover the value of the assets and thus no write down of the
asset was recorded.

However, the Company acknowledges that the losses associated with the
development of a polyurethane glove extended beyond the initial plan due
primarily to the extension of the time related to the strategic decision to
find another source of polymer (a new proprietary polyurethane material
developed and supplied by DuPont). The Company further acknowledges that the
recoverability of its long term assets depends upon the Company increasing its
manufacturing capacity of its glove dipping plant and also substantially increasing sales of
its glove beyond historic sales recorded for the previous twelve months.

During the third quarter of fiscal 2002, the Company continued extensive
capital expansion programs to increase capacity levels and production
efficiencies of the glove plant. The Company entered into a contract with a
glove line manufacturer to construct two additional glove lines, with
installation of the first of the two lines to take place in the

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last fiscal quarter of 2002. Due to the length of time needed to expand
manufacturing capacity, (9 to 12 months per glove line), the Company
anticipates that full capacity and manufacturing efficiencies associated with
the new lines will not be attained until mid 2003.

However, if the Company continues to experience production delays and does not
achieve higher production output and corresponding sales growth by the end of
fiscal 2002, the Company may have to substantially reduce its assumptions
regarding the future cash flow associated with certain long term assets (i.e.
the initial glove line) and recognize an additional write down of assets at that time. As a
result, given the Companys unprofitable past financial performance and the
unpredictability of its future performance, there is substantial uncertainty as to the
Companys ability to recover its investment in its long-term assets through the
generation of future net cash flows. In light of such uncertainty,
the Company may seek an independent third party valuation of its long
term assets by the end of fiscal 2002 to support the fair value of
such assets, or an impairment charge, if any, that is to be
recognized.

NOTE 5. 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
recorded a receivable, which equated to the net book value of the net assets
sold. Such receivable totaled $945,000. All payments of the sales price were
applied against the receivable, under the cost recovery method, with no
recognition of gain until the receivable was paid in full. On November 29,
2001, the Company received a payment of $258,000 from Foamex Asia Co. Ltd., in
compliance with the terms of the Agreement, which was applied against the
receivable. During the first nine months of 2002, the Company received three
additional payments totaling approximately $780,000 from Foamex Asia Co. Ltd.,
of which $687,000 was applied to the remaining principal balance  now paid in
full  and $93,000 recognized as other income in the third quarter ended
August 31, 2002.

In addition to the sale of assets, the Buyer and Seller entered into an
agreement (the Ongoing Service 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 has been subsequently
amended to continue until December 31, 2002. The Company anticipates receiving
approximately $550,000 from the agreement during fiscal year 2002, of which
$345,000 has been received through August 31, 2002.

NOTE 6. LINE OF CREDIT

On March 31, 1998, the Company and Trilon Dominion Partners, L.L.C. (Trilon)
completed an Amended and Restated Credit Agreement and Revolving Line of Credit
(the Amended Agreement), secured by the Companys assets.

The Agreement has been extended through a number of amendments to January 31,
2003. Through fiscal 1999, the Company issued $11,935,000 of demand notes
bearing interest at rates of 11.5% and 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 nine months of fiscal 2001, the
Company issued demand notes totaling $3,165,000 at a rate of prime
plus 3%. All of the notes are due on demand. On October 5, 2001,
November 5, 2001 and December 7, 2001, the Company issued additional
demand notes totaling $1,279,000 at a prime rate of prime plus 3%,
plus additional interest totaling $12,000 on such notes.

Under the Trilon Agreement, on December 17, 2001 the Company issued to Trilon
(the Companys largest shareholder owning over 83% of the Companys outstanding
shares), 8,011,038 shares of the Companys unissued authorized stock in
cancellation of $1,291,000 of indebtedness and interest. The Agreement also
granted to Trilon the following three options: (i) an option, issued on
December 17, 2001, to purchase 16,445,900 shares of Common

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Stock at $0.14 per share, exercisable at any time before 2003; (ii) an option,
to be issued upon approval of an increase in the Companys authorized stock, to
purchase an additional 1,600,000 shares of Common Stock, which may also be
purchased at $0.14 per share at any time before 2003; and (iii) an additional
option to purchase from the Company at $0.14 per share that number of shares of
Common Stock necessary to increase Trilons beneficial ownership of the
Companys Common Stock to 90% of the shares outstanding after exercise of all
options granted in the Agreement and after the deemed exercise of all other
then outstanding options and warrants. The options granted to Trilon under the
Agreement may be exercised for cash or, at Trilons election, by canceling
outstanding indebtedness of the Company to Trilon in an amount equal to the
exercise price.

The Agreement contains certain covenants regarding corporation events which
restrict the Company, without the prior written consent of Trilon, from (a)
issuing any shares of its Preferred Stock, (b) issuing any shares of its Common
Stock except pursuant to warrants or options outstanding on the date of the
Agreement, (c) paying any dividend payable in stock (of any class or classes)
or in any obligations or stock convertible into or exchangeable for shares of
Common Stock, upon its Common Stock or make any distribution (other than
ordinary cash dividends) to holders of its Common Stock, (d) granting to
holders of its Common Stock generally any rights or options, (e) effecting any
capital reorganization or reclassification of capital stock of the Company, (f)
consolidating with, or merging into, any other corporation or to transfer its
property as an entirety or substantially as an entirety, or (g) effecting the
liquidation, dissolution or winding up of the Company. These covenants remain
in effect until the option and additional option have been exercised or
expired. As of August 31, 2002, the Company is in compliance with such
covenants. In connection with any consent of Trilon to the foregoing, Trilon
may require adjustments to the exercise price in order to protect its purchase
rights with respect to the option. Trilon may exercise the option at any time
before 2003. The fair value of the option granted was estimated to be $375,000,
which was recorded as interest expense in the first quarter of 2002.

The Company issued two additional demand notes during the first quarter of
fiscal 2002. On January 9, 2002, and February 13, 2002, demand notes totaling
$2,155,000 were issued at a rate of prime plus 3% (7.75% at
August 31, 2002). During the second quarter of fiscal 2002, the Company issued three additional
demand notes. On March 11, 2002, April 22, 2002 and May 9, 2002, demand
notes totaling $2,528,000 were issued at a rate of prime plus 3%
(7.75% at August 31, 2002). In the third quarter of fiscal 2002, the Company issued four
additional demand notes. On June 7, 2002, July 2, 2002, August 6, 2002 and
August 19, 2002, demand notes totaling $3,173,000 were issued at a rate of
prime plus 3% (7.75% at August 31,2002).

NOTE 7. COMMITMENTS AND CONTINGENCIES

Breast Implant Litigation

During the first nine months of 2002, 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, 2001, under Note 7 to the
consolidated 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.

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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 Consolidated
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 2002.

Accordingly, the accompanying condensed consolidated 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.

In May of fiscal year 2000, the Company sold 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 of $2,500,000 or more.
The sale was finalized on May 19, 2000. 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
recorded a receivable in the amount of $945,000, which equated to the net book
value of the net assets sold. All payments of the sales price were applied
against the receivable, under the cost recovery method, with no recognition of
gain until the receivable was paid in full. On November 29, 2001, the Company
received a payment of $258,000 from Foamex Asia Co. Ltd., in compliance with
the terms of the Agreement, which was applied against the receivable. During
the first nine months of 2002, the Company received three additional payments
totaling approximately $780,000 from Foamex Asia Co. Ltd., of which $687,000
was applied to the remaining principal balance  now paid in full  and
$93,000 recognized as other income in the third quarter ended August 31, 2002.

In addition to the sale of assets, the Buyer and Seller entered into an
agreement (the Ongoing Service 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 has been subsequently
amended to continue until December 31, 2002. The Company anticipates receiving
approximately $550,000 from the agreement during fiscal year 2002, of which
$345,000 has been received through August 31, 2002.

Effective September 18, 2000, the Company signed a Product Development,
Purchase and License Agreement (the Agreement) with the LYCRA® division of E.
I. DuPont de Nemours and Company (DuPont). Under the Agreement, DuPont
developed and began to supply a new proprietary polyurethane material (the
Material) used by Wilshire to manufacture and sell a disposable polyurethane
glove for industrial and non-industrial cleanroom applications.

The Agreement grants the Company an exclusive two-year license to purchase the
Material for the manufacture of its glove for sale into the cleanroom,
non-medical glove markets of North America, Asia (ex-Japan) and Japan. The
Agreement allows for up to three annual extensions of the exclusivity period
for the purchasing rights and for the selling rights into North America and
Asia (ex-Japan) upon the Company meeting certain performance criteria. In
order to maintain the exclusivity of the purchasing and selling rights beyond
the initial two-year period, the Company is required to meet annual revenue
thresholds of $6.9M, $16.3M and $26.5M for the 12-month periods ending June 30,
2003, 2004 and 2005, respectively. If the Company does not meet the stated
minimum revenue requirement, the

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Company can obtain annual non-exclusive rights in these markets upon
achievement of lesser annual thresholds of $3.45M, $8.15M and $13.25M for the
12-month periods ending June 30, 2003, 2004 and 2005, respectively. Given that
Companys sales for the first nine months of fiscal 2002 totaled $384,000, it
is unlikely that the Company will meet the minimum revenue requirements for the
12 month period ending June 30, 2003. Although the Company is in discussions
with DuPont regarding the modification of the revenue threshold requirements,
the License Agreement has not been modified nor are there any assurances from
DuPont that it will be. Therefore, there can be no assurance that the DuPont
will extend the rights to use DuPonts Material, on an exclusive or
non-exclusive basis, for periods beyond the initial two-year period.

Under the Agreement, the Company is required to purchase all its polyurethane
requirements from DuPont through the end of 2005, if the extensions are
exercised. In conjunction with the Agreement, the Company also entered into a
Trademark License Agreement with Dupont that allows the Company to market the
new polyurethane glove under the LYCRA® trademark.

As partial consideration, in fiscal year 2000, the Company granted a stock
option to DuPont to purchase up to 2,000,000 shares of its common stock at an
exercise price of $.50 a share. This option was cancelled effective December
17, 2001 at which time the Company granted DuPont a different option with an
exercise price of $1 million.

Upon exercise of the new option, DuPont would receive 10% of the proceeds (as
defined in the option) from (i) any voluntary or involuntary liquidation,
dissolution or winding up of the Company, (ii) the sale of substantially all of
the Companys assets by the Company, or (iii) the acquisition of the Company by
another entity, not affiliated with Trilon Dominion, by means of a merger or
other form of corporate reorganization in which the outstanding shares of the
Company are exchanged for securities or other consideration issued by or on
behalf of the acquiring corporation (collectively a Liquidation).

In the event of Liquidation before December 31, 2004, the option becomes
exercisable on the day the Liquidation occurs. If there has been no
Liquidation before December 31, 2004, the option becomes exercisable on
December 30, 2004 and, if not exercised, expires at the close of business on
that day. The Company, may in its sole discretion, extend the December 31,
2004 date on at least 15 calendar days prior written notice to DuPont.

During fiscal year 2001, the Company finalized a commercial version of
DuraCLEAN® with Lycra® glove. The Company began a controlled production ramp up
as it focused on process and yield improvement programs.

The process and yield improvement programs were completed in the last half of
fiscal year 2001, along with the completion of extensive tests for cleanliness,
durability, strength and comfort.

The Company initially targeted its glove sales to the Japanese semiconductor
and diskdrive industries and introduced the glove for evaluations at key
customer sites. In the second half of 2001, the Company introduced the new glove
into the US Medical Device market.

In October 2001, the Company finished a retrofit of its glove dipping line to
maximize production capacity for the new glove. As part of the retrofit
program, the Company made a strategic decision to design new glove formers in
order to improve the fit of the glove and thus improve product yields. Vendor
design changes pushed the delivery of the formers to the third and fourth
quarter of fiscal year 2002. Consequently, during the nine months of fiscal
2002, the Company experienced lower production levels than planned as it
continued to produce gloves on the old glove formers.

In the third quarter of fiscal 2002, productions levels and yields increased as
the Company began to replace old glove formers with the newly designed formers
and completed mechanical improvements to the glove dipping process. These
enhancements to the production process contributed to improvements to product
quality and consistency during the quarter. The Company subsequently made a
marketing decision to retrieve unsold inventory of product (made early in the
quarter) from its Japanese distributor and provide newer, more consistent
product. Accordingly, a reserve for potential sales returns totaling $52,000
was recorded at August 31, 2002.

During the third quarter, the Company obtained FDA clearance to sell the
Companys DuraCLEAN® with Lycra® glove into the medical examination glove
markets. The FDA clearance positioned the Company to expand its target
customers in the medical device, pharmaceutical and biotechnology industries.
In anticipation of the FDA approval, the Company completed certain plant
improvements during the third quarter to allow it to service customers from

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these markets.

The Company has adopted the provisions of SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
This statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

During the third quarter of fiscal 2002, the Company continued extensive
capital expansion programs to increase capacity levels and production
efficiencies of the glove plant. As part of the expansion, the Company wrote
off assets deemed no longer recoverable with a net book value of $97,000.
Additionally, the Company identified certain assets totaling $600,000
associated with the original glove dipping line to be replaced early in fiscal
2003. In accordance with the Companys accounting policies, the depreciable
life of the asset would be adjusted to fully depreciate the asset by early
2003. However, due to the uncertainty as to the Companys ability to recover
its investment in its long-term assets through the generation of future net
cash flows through 2003, the Company recognized a loss due to impairment of
such assets totaling $600,000 in the third quarter ended August 31, 2002.

The Company has evaluated the recoverability of the assets associated with its
existing glove plant by measuring the carrying cost of those assets  after
write downs   against the estimated undiscounted future cash flows associated
with those assets. The future cash flows calculated by the analysis appeared
sufficient to recover the value of the assets and thus no write down of the
asset was recorded.

However, the Company acknowledges that the losses associated with the
development of a polyurethane glove extended beyond the initial plan due
primarily to the extension of the time related to the strategic decision to
find another source of polymer (a new proprietary polyurethane material
developed and supplied by DuPont). The Company further acknowledges that the
recoverability of its long term assets depends upon the Company increasing its
manufacturing capacity of its glove dipping plant and also substantially increasing sales of
its glove beyond historic sales recorded for the previous twelve months.

As previously discussed, during the third quarter of fiscal 2002, the Company continued extensive
capital expansion programs to increase capacity levels and production
efficiencies of the glove plant. The Company entered into a contract with a
glove line manufacturer to construct two additional glove lines, with
installation of the first of the two lines to take place in the last fiscal
quarter of 2002. Due to the length of time needed to expand manufacturing
capacity, (9 to 12 months per glove line), the Company anticipates that full
capacity and manufacturing efficiencies associated with the new lines will not
be attained until mid 2003.

However, if the Company continues to experience production delays and does not
achieve higher production output and corresponding sales growth by the end of
fiscal 2002, the Company may have to substantially reduce its assumptions
regarding the future cash flow associated with certain long term assets (i.e.
the initial glove line) and recognize an additional write down of assets at that time.
As a result, given the Companys unprofitable past financial performance and
the unpredictability of its future performance, there is substantial uncertainty as to the
Companys ability to recover its investment in its long-term assets through the
generation of future net cash flows. In light of such uncertainty,
the Company may seek an independent third party valuation of its long
term assets by the end of fiscal 2002 to support the fair value of
such assets, or an impairment charge, if any, that is to be
recognized.

The Companys sales of $384,000 for the first nine months of fiscal 2002 were
primarily to key Japanese semiconductor and diskdrive customers. In addition to
serving its Japanese customers, the Company focused on expanding the
introduction of the glove to domestic markets, with particular focus in the
personal protection and medical device markets. The Company began receiving
orders in the third quarter of fiscal 2002 from customers within these markets.

The sale of the Companys Wilshire Contamination Control Division along with
the extensive development cycle of the new glove has continued to impact the
Companys ability to generate cash. The Company further anticipates that
additional funding of working capital totaling approximately $3 Million through
calendar year 2002, will be required as the Company focuses on ramping up
production capacity and sales of its new polyurethane glove.

As of November 30, 2001, the Company had used its current credit facilities.
Consequently, in order to raise funds to support its working capital needs for
fiscal 2002, the Company signed a Stock Option Agreement (Agreement) with
Trilon Dominion Partners, L.L.C. (Trilon).

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Under the Trilon Agreement, on December 17, 2001 the Company issued to Trilon
(the Companys largest shareholder owning over 83% of the Companys outstanding
shares), 8,011,038 shares of the Companys unissued authorized stock in
cancellation of $1,291,000 of indebtedness and interest. The Agreement also
granted to Trilon the following three options: (i) an option, issued on
December 17, 2001, to purchase 16,445,900 shares of Common Stock at $0.14 per
share, exercisable at any time before 2003; (ii) an option, to be issued upon
approval of an increase in the Companys authorized stock, to purchase an
additional 1,600,000 shares of Common Stock, which may also be purchased at
$0.14 per share at any time before 2003; and (iii) an additional option to
purchase from the Company at $0.14 per share that number of shares of Common
Stock necessary to increase Trilons beneficial ownership of the Companys
Common Stock to 90% of the shares outstanding after exercise of all options
granted in the Agreement and after the deemed exercise of all other then
outstanding options and warrants. The options granted to Trilon under the
Agreement may be exercised for cash or, at Trilons election, by canceling
outstanding indebtedness of the Company to Trilon in an amount equal to the
exercise price. An Amendment to the Articles of Incorporation to increase the
Companys authorized number of shares of common stock by 50,000,000 to
100,000,000 was approved by the Companys shareholders at its Annual Meeting of
Shareholders on May 13, 2002 and became effective on May 17, 2002.

The Agreement contains certain covenants regarding corporation events which
restrict the Company, without the prior written consent of Trilon, from (a)
issuing any shares of its Preferred Stock, (b) issuing any shares of its Common
Stock except pursuant to warrants or options outstanding on the date of the
Agreement, (c) paying any dividend payable in stock (of any class or classes)
or in any obligations or stock convertible into or exchangeable for shares of
Common Stock, upon its Common Stock or make any distribution (other than
ordinary cash dividends) to holders of its Common Stock, (d) granting to
holders of its Common Stock generally any rights or options, (e) effecting any
capital reorganization or reclassification of capital stock of the Company, (f)
consolidating with, or merging into, any other corporation or to transfer its
property as an entirety or substantially as an entirety, or (g) effecting the
liquidation, dissolution or winding up of the Company. These covenants remain
in effect until the option and additional option have been exercised or
expired. As of August 31, 2002, the Company is in compliance with such
covenants. In connection with any consent of Trilon to the foregoing, Trilon
may require adjustments to the exercise price in order to protect its purchase
rights with respect to the option. Trilon may exercise the option at any time
before 2003. The fair value of the option granted was estimated to be $375,000,
which was recorded as interest expense in the first quarter of 2002.

Trilon Dominion has advised the Company that it will continue to support the
Company as necessary through the end of calendar year 2002; however, as no
written agreement exists, no assurance of their support can be given. (See
discussion on Going Concern in Note 2 of the Notes to the Consolidated
Financial Statements).

Results of Operations

Net Sales

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

Net sales increased by $132,000 (528%) to $157,000 in the third quarter of 2002
as compared to sales of $25,000 for the comparable period in 2001. Net sales
increased by $229,000 (148%) to $384,000 for the first nine months of 2002 as
compared to $155,000 for the first nine months of 2001.

The gross sales for the quarter and the first nine months of fiscal 2002 were
reduced by a sales return allowance totaling $52,000. The Company experienced
quality issues with production of certain glove sizes during the first two
months of the third quarter. Enhancements to the production process in August
2002 addressed the problem. The Company subsequently made a marketing decision
to retrieve unsold inventory of product made during this time period from its
Japanese distributor and recorded a reserve for potential sales returns at
August 31, 2002.

The increase in net sales for quarter and first nine months, is due to an
increase in orders for the Companys DuraCLEAN® with Lycra® glove from key
Japanese semiconductor and diskdrive customers.

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Gross Margin

For the third quarter ended August 31, 2002, the Company recorded a negative
gross margin of $1,574,000 as compared to a negative gross margin of $799,000
in the same period of 2001. For the first nine months of 2002, the Company
recorded a negative gross margin of $3,684,000 as compared to a negative gross
margin of $1,836,000 for the comparable period in 2001. The losses for the
quarter and first nine months were primarily attributable to high-unabsorbed
operating costs of its glove manufacturing plant as the Company ramped up
production in 2002 of its new polyurethane glove made with proprietary
material supplied by Dupont and began extensive capital expansion projects.

Marketing and Selling Expenses

Marketing and selling expenses increased by $82,000 (38%) to $296,000 for the
quarter ended August 31, 2002 from $214,000 for the comparable period of 2001.
The first nine months of Marketing and selling expenses increased by $253,000
(50%) to $757,000 from $504,000 for the first nine months of 2001. The increase
in expenses for the quarter and first nine months, as compared to 2001, was
primarily attributable to an increase in headcount as well as an increase in
marketing, tradeshow and travel expenses associated with the introduction of
the new glove to customers.

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 decreased by $71,000 (23%) to $244,000 for
the third quarter of 2002 from $315,000 in the third quarter of 2001. For the
first nine months of fiscal 2002, General and Administrative expenses increased
by $31,000 (3%) to $1,247,000 from $1,216,000 for the first nine months of
fiscal 2001. The decrease in the quarter was primarily due to a reversal of a
year to date accrual of a Company bonus plan for 2002. The increase in the
first nine months was primarily due to increases in headcount.

Research and Development

No research and development expenses were incurred for the third quarter of
fiscal 2002 as compared to $10,000 for the comparable period in 2001. Research
and development expenses decreased by $32,000 (94%) to $2,000 as compared to
Research and development expenses of $34,000 for the first nine months of 2001.
The decrease in expenses for the quarter and first nine months was primarily
due to the commercialization of the Companys DuraCLEAN® with Lycra® glove
during the last half of fiscal year 2001.

Loss Due to Impairment of Fixed Assets

During the third quarter of fiscal 2002, the Company continued extensive
capital expansion programs to increase capacity levels and production
efficiencies of the glove plant. As part of the expansion program, the Company
identified certain assets totaling $600,000 associated with the original glove
dipping line to be replaced early in fiscal 2003. In accordance with the
Companys accounting policies, the depreciable life of the asset would be
adjusted to fully depreciate the asset by early 2003. However, due to the
uncertainty as to the Companys ability to recover its investment in its
long-term assets through the generation of future net cash flows
through 2003, the Company
recognized a loss due to impairment of such assets totaling $600,000 in the
third quarter ended August 31, 2002.

Other Income/Expense

Other income/expense of $137,000 increased by $56,000 (69%) for the quarter
ended August 31, 2002 as compared to $81,000 of Other income/expense for the
comparable period in 2001. Other income/expense of $137,000 for the quarter
ended August 31, 2002 was comprised of approximately $ 292,000 of Other income
offset by approximately $156,000 of Other expense. Other income consisted
primarily of $117,000 of consulting income from Foamex Asia Co. Ltd., $50,000
from Dupont for marketing support (as agreed to in the September 2000 Product
Development, Purchase and License Agreement between the Company and DuPont),
$93,000 from Foamex Asia Co. Ltd. (in accordance with the terms of the sale of
the Wilshire Contamination Control Division to Foamex Asia in May 2000 -see
Note 5) and $33,000 in forgiven trade payables. Other expenses for the quarter
consisted primarily of $97,000 from a write off of assets, $18,000 for payment
of a life insurance premium for Mr. Steve Scibelli, a former President and CEO
of the Company (as dictated by Mr. Scibellis Employment Agreement) and $32,000
in royalty payments to Dupont.

Other income/expense of $262,000 for the first nine months of 2002 decreased by
$18,000 (6%) as compared to Other income/expense of $280,000 for the first nine
months of 2001. The decrease in Other income/expense for the first nine months
is due to the items noted above as well as the payment of $44,000 for the
purchase of a new automobile for Mr. Steve Scibelli, as dictated by Mr.
Scibellis Employment Agreement.

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Interest Expense, Net

Interest expense increased by $103,000 (22%) to $578,000 for the third quarter
of fiscal year 2002 as compared to $475,000 of Interest expense for the
comparable period in 2001. Interest expense of $1,928,000 for the first nine
months of 2002 increased by $544,000 (39%) from Interest expense of $1,384,000
for the first nine months of 2001. The increase in Interest expense for the
quarter is due to an increase in debt outstanding mitigated by a decrease in
prime rate. The increase in Interest expense for the first nine months is
primarily due to a charge of $375,000 in the first quarter of 2002 related to
the fair value of a stock option agreement entered into with Trilon on December
17, 2001 as well as an increase in debt outstanding. Interest expense related
primarily to the line of credit due to Trilon Dominion Partners, LLC. (See
Note 6).

Income Taxes

For the quarters ended August 31, 2002, and August 31, 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 2001 and 2002.

Going Concern

The Companys consolidated financial statements included elsewhere herein have
been prepared assuming that the Company will continue as a going concern. The
Company has a working capital deficiency of $32,169,000 and a shareholders
deficit of $26,641,000 as of August 31, 2002, has suffered substantial
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 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 substantial negative cash flow from
operating and investing activities through the next twelve months. The Company
has projected its cash flow needs to be approximately $3 million for the
remainder of calendar 2002. Trilon Dominion, the Companys largest shareholder
with over 83% 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 the end of the calendar year 2002 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
obtain and 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 5). 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 term of the agreement. 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.

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In accordance with the terms of the sale agreement, a payment in the amount of
$258,000 was received from Foamex Asia Co. Ltd., on November 29, 2001 and
applied against the receivable. During the first nine months of 2002, the
Company received three additional payments totaling approximately $780,000 from
Foamex Asia Co. Ltd., of which $687,000 was applied to the remaining principal
balance-now paid in full- and $93,000 recognized as other income in the third
quarter ended August 31, 2002.

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, has been amended to extend through December 31,
2002 and will provide additional funds to offset operating expenses of
approximately $550,000 for fiscal year 2002.

3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the LYCRA® division of E. I. DuPont de
Nemours and Company (DuPont). Under the Agreement, DuPont developed and began
to supply a new proprietary polyurethane material, which is used by Wilshire to
manufacture and sell a disposable polyurethane glove for industrial and
non-industrial cleanroom applications.

The Company began production of the new gloves in the third quarter of 2001 and
believes that the new, improved DuraCLEAN® gloves using LYCRA® eglantine fiber
will offer the market a glove with improved cleanliness, durability and
comfort. The glove will also have excellent ESD properties. The glove has the
distinct advantage of being able to be used as a one time disposable product
or, because of its durability, can be relaundered and used multiple times. The
relaunderability benefit is a significant factor as it allows for a reduction
in the cost of the glove and a large reduction in the waste stream of the
customer, which is a growing concern in the market.

Although the new gloves will be premium priced, management believes they will
be cost effective for users because the enhanced cleanliness will reduce
contamination and increase yield. Also, because of excellent abrasion
resistance they can be worn longer and changed less frequently than less
expensive gloves.

Because of the inherent cleanliness and the absence of chemical accelerators,
the new DuraCLEAN® with LYCRA® glove has expanded applications outside
traditional cleanroom markets. Some of the fastest growing market-segments for
Wilshire Technologies Inc. are medical device manufacturing,
telecommunications, biotechnology and highly sensitive laboratories. The
ability to re-launder and re-use the DuraCLEAN® glove has appeal in waste
sensitive markets in Japan.

The Glove will be marketed under the trademark DuraCLEAN® with LYCRA®. DuPont
will be active with the Company in the marketing of the product. The Company
will distribute the product through a variety of channels both in the US and
overseas.

The Company believes that with the potential of a return of $2,500,000 -of
which $1,038,000 has been received by the Company as of August 31, 2002- on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, with the sales of
its new glove, and with continued funding from Trilon Dominion, the Company
will position itself to begin generating sufficient cash flow to fund working
capital and investment activities by the end of 2003. 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 assurances, however, that the
Company will be successful in any of the above mentioned actions or plans on a
timely basis, or at all.

Liquidity and Capital Resources

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 2001 and for the first nine months of 2002, 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
$4,614,000 for the first nine months of 2002 versus net cash used in operating
activities of $2,773,000 for the corresponding period in 2001. The increase in
the cash used in operating activities was primarily due to the expansion of the
Companys glove factory during the first nine months of fiscal 2002.

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Net cash used in investing activities was $3,478,000 for the first nine months
of 2002, versus net cash used in investing activities of $280,000 for the first
nine months of 2001. The higher investing activities for fiscal 2002 were
related to capital expansion projects to the Companys glove factory, offset by
proceeds received in connection with the sale of assets to Foamex.

Net cash provided by financing activities was $8,344,000 for the first nine
months of fiscal 2002 versus $3,165,000, for 2001, respectively. The financing
in both years was obtained from Trilon Dominion Partners, LLC.

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.

The Agreement has been extended through a number of amendments to January 31,
2003. Through fiscal 1999, the Company issued $11,935,000 of demand notes
bearing interest at rates of 11.5% and 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% (13.0% at November 30, 2000).

For the first nine months of fiscal 2001, the
Company issued demand notes totaling $3,165,000 at a rate of prime
plus 3%. All of the notes are due on demand. On October 5, 2001,
November 5, 2001 and December 7, 2001, the Company issued additional
demand notes totaling $1,279,000 at a prime rate of prime plus 3%,
plus additional interest totaling $12,000 on such notes.

On December 17, 2001, the Company signed a Stock Option Agreement with Trilon.
Under the Trilon agreement, the Company issued to Trilon 8,011,038 shares of
the Companys unissued authorized stock in cancellation of three demand notes
plus respective interest which totaled $1,291,000. The fair value of the option
granted was estimated to be $375,000, which was recorded as a charge to
earnings in the first quarter of 2002.

The Company issued two additional demand notes during the first quarter of
fiscal 2002. On January 9, 2002, and February 13, 2002, demand notes totaling
$2,155,000 were issued at a rate of prime plus 3% (7.75% at
August 31, 2002). During the second quarter of fiscal 2002, the Company issued three additional
demand notes. On March 11, 2002, April 22, 2002 and May 9, 2002, demand notes totaling $2,528,000 were issued at
a rate of prime plus 3% (7.75% at August 31, 2002). In the third quarter of fiscal 2002, the Company issued four
additional demand notes. On June 7, 2002, July 2, 2002, August 6, 2002 and
August 19, 2002, demand notes totaling $3,173,000 were issued at a rate of
prime plus 3% (7.75% at August 31, 2002).

As of September 1, 2002, the Company has used its current credit facilities and
anticipates continuing negative cash flow from operating and investing
activities through calendar 2002. The Company has projected its cash flow needs
to be approximately $3 Million for the remainder of calendar 2002. Trilon
Dominion, the Companys largest shareholder with over 83% 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 calendar
year 2002 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. If such commitment is not met, it is likely
that the Company will not have the necessary resources to fund its operations
for the next 12 months.

Risk Factors

On September 30, 2002, the Pacific Maritime Association (PMA), which represents
port employers on the West Coast, extended its lockout of dockworkers at all
West Coast ports because of an ongoing dispute with the International Longshore
and Warehouse Union (ILWU). The Companys final delivery of its redesigned
formers has been delayed due to the strike. If the strike continues into the
fourth quarter of fiscal 2002, planned increases in production for that quarter
may be impacted.

The Companys business depends on the free flow of products and services
through the channels of commerce. Recently, in response to terrorists
activities and threats aimed at the United States, transportation, mail,
financial and other services have been slowed or stopped altogether. Further
delays or stoppages in transportation, mail, financial or other services could
have a material adverse effect on the Companys business, results of operations
and financial condition. Furthermore, the Company may experience an increase in
operating costs, such as costs for transportation, insurance and security as a
result of the activities and potential activities. The Company may also
experience delays

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in receiving payments from payers that have been affected by the terrorist
activities and potential activities. The U.S. economy, in general, is being
adversely affected by the terrorist activities and potential activities and any
economic downturn could adversely impact the Companys results of operations,
impair its ability to raise capital or otherwise adversely affect its ability
to grow the business.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations,
which eliminates the pooling method of accounting for intangible assets and
goodwill acquired in a business combination initiated after June 30, 2001. In
addition, SFAS 141 addresses the accounting for intangible assets and goodwill
acquired in a business combination. This portion of SFAS 141 is effective for
business combinations completed after June 30, 2001. The Company does not
expect SFAS 141 will have material impact on its financial position or results
of operations.

In July 2001, The FASB issued Statement of Financial Accounting Standards No.
142 (SFAS 142), Goodwill and Intangible Assets, which revises the accounting
for purchased goodwill and intangible assets. Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment at least annually. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption permitted. The
Company does not expect SFAS 142 will have a material impact on the Companys
financial position or results of operations.

In August 2001, FASB issued SFAS No. 144, Impairment or Disposal of Long-Lived
Assets, which addresses accounting and financial reporting for the impairment
or disposal of long-lived assets. This standard is effective for the Companys
fiscal year beginning December 1, 2002. The Company is currently evaluating the
impact, if any, the implementation of this Statement will have on the Companys
financial position or results of operations.




Item 3. Procedures and Controls

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to Exchange Act Rule 13a- 14.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures are
effective. There were no significant changes in the Companys internal controls
or in other factors that could significantly affect these controls subsequent
to the date of their evaluation




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, 2001 under the heading, Legal Proceedings and
Note 7 to the financial statements therein.




Item 2. Changes in Securities and Use of Proceeds:

| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | None since May 17, 2002 when the Articles of Incorporation were amended to increase the
authorized number of shares from 50,000,000 to 100,000,000.




Item 3. Defaults Upon Senior Securities:

None.




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

None.

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Item 5. Other Information:

None.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

|       |  |                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.221 |  | Demand note dated June 7, 2002 between the Registrant and Trilon
Dominion Partners, L.L.C.                                                                                     
|      
|10.222 |  | Demand note dated July 2, 2002 between the Registrant and Trilon
Dominion Partners, L.L.C.                                                                                     
|      
|10.223 |  | Demand note dated August 6, 2002 between the Registrant and
Trilon Dominion Partners, L.L.C.                                                                                   
|      
|10.224 |  | Demand note dated August 19, 2002 between the Registrant and
Trilon Dominion Partners, L.L.C.                                                                                  
|      
|99.1   |  | Certifications of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(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: October 14,2002 |  | By:                        |  | /S/ Kathleen E. Terry                                                                                   
|                       |  |                            |  |                                                                                                         
|                       |  |                            |  | Kathleen E. Terry
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

22



---



##### Table of Contents



I, Kevin Mulvihill, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q SB of Wilshire
Technologies, Inc.                                                                                                                                                                                                                                        
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made. In light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information, included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report.                
|
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act rules 13a-14 and 15d-14) for the registrant we
have:                                                                                                        

| |  |   |  |                                                                                                                                                                                                                                                                                                
| |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
|
| |  | b |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within the 90
days prior to the filing date of this quarterly report, (the
Evaluation Date); and                                                                                             
|
| |  | c |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |   |  |                                                                                                                                                                                                                                                                                               
| |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
|
| |  | b |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |  |  |                                            
|---------------------- |  |  |  | -------------------------------------------
|Date: October 14, 2002 |  |  |  | /S/ Kevin T. Mulvihill                     
|                       |  |  |  |                                            
|                       |  |  |  | Kevin T. Mulvihill, Chief Executive Officer

23



---



##### Table of Contents



I, Kathleen Terry, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q SB of Wilshire
Technologies, Inc.                                                                                                                                                                                                                                        
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made. In light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information, included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report.                
|
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act rules 13a-14 and 15d-14) for the registrant we
have:                                                                                                        

| |  |   |  |                                                                                                                                                                                                                                                                                                
| |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
|
| |  | b |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within the 90
days prior to the filing date of this quarterly report, (the
Evaluation Date); and                                                                                             
|
| |  | c |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |   |  |                                                                                                                                                                                                                                                                                               
| |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
|
| |  | b |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |                                           
|---------------------- |  | ------------------------------------------
|Date: October 14, 2002 |  | /s/ Kathleen E. Terry                     
|                       |  |                                           
|                       |  | Kathleen E. Terry, Chief Financial Officer

24