##### Table of Contents



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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 May 31,
          2001
|-----------------------------------------------------
|                                                     
|[   ]                                                

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                                                               |  | 33-0433823                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|(State or other jurisdiction of incorporation
          or organization) |  | (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 12,953,385 on July 3, 2001.

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     
|                            |                                                                    | Condensed Consolidated Statements of Operations     
|                            |                                                                    | Condensed Consolidated Statements of Cash Flows     
|                            |                                                                    | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Analysis or Plan of Operation.
|PART II - OTHER INFORMATION
|                            | Item 1. Legal Proceedings:                                        
|                            | Item 2. Changes in Securities:                                    
|                            | 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 10.194             
|EXHIBIT 10.195             
|EXHIBIT 10.196             
|EXHIBIT 10.197             



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##### Table of Contents



WILSHIRE TECHNOLOGIES, INC.

INDEX TO FORM 10-QSB

|                                                                            |                                                                                                                                        |  |      |   | 
|--------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                            |                                                                                                                                        |  | PAGE
|                                                                            |                                                                                                                                        |  |     
|PART 1
          - FINANCIAL INFORMATION                                   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Item 1.
          Financial Statements:                                    
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |   | 
|                                                                            | Condensed
          Consolidated Balance Sheets as of 
          May 31, 2001 (Unaudited) and November 30, 2000                        |  |      | 3 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |   | 
|                                                                            | Condensed
          Consolidated Unaudited Statements of Operations
          for the Three Months Ended May 31, 2001 and May 31, 2000 |  |      | 4 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |   | 
|                                                                            | Condensed
          Consolidated Unaudited Statements of Operations
          for the Six Months Ended May 31, 2001 and May 31, 2000   |  |      | 5 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |   | 
|                                                                            | Condensed
          Consolidated Unaudited Statements of Cash Flows
          for the Six Months Ended May 31, 2001 and May 31, 2000   |  |      | 6 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |   | 
|                                                                            | Notes
          to Condensed Consolidated Unaudited Financial Statements                                                               |  |      | 7 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 2.
          Managements Discussion and Analysis or Plan of Operation |                                                                                                                                        |  | 10   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|PART II
          - OTHER INFORMATION                                      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 1.
          Legal Proceedings                                         |                                                                                                                                        |  | 14   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 2.
          Changes in Securities                                     |                                                                                                                                        |  | 14   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 3.
          Defaults Upon Senior Securities                           |                                                                                                                                        |  | 14   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 4.
          Submission of Matters to a Vote of Security Holders       |                                                                                                                                        |  | 15   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 5.
          Other Information                                         |                                                                                                                                        |  | 15   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Item 6.
          Exhibits and Reports on Form 8-K                          |                                                                                                                                        |  | 15   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                                                                                                        |  |      |  
|Signatures                                                                  |                                                                                                                                        |  | 16   |  

2



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##### Table of Contents






PART 1




Item 1.




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

|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |             |  
|------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | ----------- | ------------ | - | ----------- | ----------- | -
|                                                        |                                                                                                                                                                         |   | May 31,     |             | November 30,
|                                                        |                                                                                                                                                                         |   | 2001        |             | 2000        
|                                                        |                                                                                                                                                                         |   |             |             |             
|                                                        |                                                                                                                                                                         |   | (Unaudited) |             | (Note 1)    
|                                                        |                                                                                                                                                                         |   |             |             |             
|Assets                                                 
|                                                       
|                                                       
|                                                       
|                                                       
|Current assets:                                        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Cash                                                                                                                                                                    |   | $           | 696,000     |              |   | $           | 413,000     |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accounts
          receivable trade, less allowance for doubtful 
          accounts of $1,500 at May 31, 2001 
          and $2,000 at November 30, 2000, respectively |   |             | 62,000      |              |   |             | 1,000       |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Inventories
          (Note 3)                                                                                                                                          |   |             | 78,000      |              |   |             |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Other
          current assets                                                                                                                                          |   |             | 326,000     |              |   |             | 244,000     |  
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|Total
          current assets                          |                                                                                                                                                                         |   | 1,162,000   |             |              |   | 658,000     |            
|                                                       
|Property
          and equipment, net                   |                                                                                                                                                                         |   | 2,649,000   |             |              |   | 2,781,000   |            
|                                                       
|                                                       
|                                                       
|                                                       
|Patents
          and trademarks, net                   |                                                                                                                                                                         |   | 26,000      |             |              |   | 26,000      |            
|                                                       
|                                                       
|                                                       
|                                                       
|Receivable
          due from sale of division (Note 4) |                                                                                                                                                                         |   | 945,000     |             |              |   | 945,000     |            
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|                                                        |                                                                                                                                                                         | $ | 4,782,000   |             |              | $ | 4,410,000   |            
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|Liabilities
          and shareholders deficit        
|                                                       
|                                                       
|                                                       
|                                                       
|Current Liabilities:                                   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accounts
          payable                                                                                                                                              |   | $           | 99,000      |              |   | $           | 73,000      |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accrued
          expenses                                                                                                                                              |   |             | 425,000     |              |   |             | 226,000     |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Interest
          payable (Note 5)                                                                                                                                     |   |             | 4,211,000   |              |   |             | 3,301,000   |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Line of
          credit - related party (Note 5)                                                                                                                       |   |             | 16,948,000  |              |   |             | 14,748,000  |  
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|Total
          current liabilities                     |                                                                                                                                                                         |   | 21,683,000  |             |              |   | 18,348,000  |            
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|Commitments
          and contingencies                
|                                                       
|                                                       
|                                                       
|                                                       
|Shareholders
          deficit:                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Preferred
          stock, no par value, 2,000,000 shares authorized 
          and none issued or outstanding                                                          |   |             |            |              |   |             |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Common
          stock, no par value, 50,000,000 shares
          authorized; 12,953,385 shares issued and outstanding                                                  |   |             | 25,912,000  |              |   |             | 25,912,000  |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Common
          stock warrants and options                                                                                                                             |   |             | 495,000     |              |   |             | 495,000     |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accumulated
          deficit                                                                                                                                           |   |             | (43,308,000 | )            |   |             | (40,345,000 | )
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|Total
          shareholders deficit                   |                                                                                                                                                                         |   | (16,901,000 | )           |              |   | (13,938,000 | )          
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            
|                                                        |                                                                                                                                                                         | $ | 4,782,000   |             |              | $ | 4,410,000   |            
|                                                        |                                                                                                                                                                         |   |             |             |              |   |             |            

See accompanying notes.

3



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##### Table of Contents






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

|                                                 |                                      |   |                                   |         |         |   |            |         | 
|------------------------------------------------ | ------------------------------------ | - | --------------------------------- | ------- | ------- | - | ---------- | ------- | 
|                                                 |                                      |   | Three-Month Periods
        Ended
|                                                 |                                      |   |                                  
|                                                 |                                      |   | May 31,                           |         | May 31,
|                                                 |                                      |   | 2001                              |         | 2000   
|                                                 |                                      |   |                                   |         |        
|Net sales                                        |                                      | $ | 119,000                           |         |         | $ | 542,000    |        
|                                                
|                                                
|                                                
|                                                
|Cost of
          sales                          |                                      |   | 638,000                           |         |         |   | 944,000    |        
|                                                 |                                      |   |                                   |         |         |   |            |        
|Gross
          loss                             |                                      |   | (519,000                          | )       |         |   | (402,000   | )      
|                                                 |                                      |   |                                   |         |         |   |            |        
|Operating
          expenses:                   
|                                                
|                                                
|                                                
|                                                
|                                                 | Marketing
          and selling      |   |                                   | 145,000 |         |   |            | 125,000 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | General
          and administrative |   |                                   | 460,000 |         |   |            | 382,000 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | Research
          and development   |   |                                   | 3,000   |         |   |            | 7,000   | 
|                                                 |                                      |   |                                   |         |         |   |            |        
|Total
          operating expenses               |                                      |   | 608,000                           |         |         |   | 514,000    |        
|                                                 |                                      |   |                                   |         |         |   |            |        
|Loss from
          operations                   |                                      |   | (1,127,000                        | )       |         |   | (916,000   | )      
|                                                
|                                                
|                                                
|                                                
|Other
          income                           |                                      |   | 112,000                           |         |         |   | 10,000     |        
|                                                
|                                                
|                                                
|                                                
|Loss on
          sale of assets                 |                                      |   |                                  |         |         |   | (314,000   | )      
|                                                
|                                                
|                                                
|                                                
|Interest
          expense, net                  |                                      |   | (465,000                          | )       |         |   | (373,000   | )      
|                                                 |                                      |   |                                   |         |         |   |            |        
|Loss before
          provision for income taxes |                                      |   | (1,480,000                        | )       |         |   | (1,593,000 | )      
|                                                
|                                                
|                                                
|                                                
|Provision
          for income taxes             |                                      |   |                                  |         |         |   |           |        
|                                                 |                                      |   |                                   |         |         |   |            |        
|Net loss                                         |                                      | $ | (1,480,000                        | )       |         | $ | (1,593,000 | )      
|                                                 |                                      |   |                                   |         |         |   |            |        
|Weighted
          average shares outstanding    |                                      |   | 12,953,000                        |         |         |   | 12,953,000 |        
|                                                 |                                      |   |                                   |         |         |   |            |        
|Basic
          and diluted loss per share       |                                      | $ | (0.11                             | )       |         | $ | (0.12      | )      
|                                                 |                                      |   |                                   |         |         |   |            |        

See accompanying notes.

4



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##### Table of Contents






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

|                                                 |                                      |   |                        |         |         |   |            |         | 
|------------------------------------------------ | ------------------------------------ | - | ---------------------- | ------- | ------- | - | ---------- | ------- | 
|                                                 |                                      |   | Six-Month Period Ended
|                                                 |                                      |   |                       
|                                                 |                                      |   | May 31,                |         | May 31,
|                                                 |                                      |   | 2001                   |         | 2000   
|                                                 |                                      |   |                        |         |        
|Net sales                                        |                                      | $ | 130,000                |         |         | $ | 1,272,000  |        
|                                                
|                                                
|                                                
|                                                
|Cost of
          sales                          |                                      |   | 1,167,000              |         |         |   | 2,121,000  |        
|                                                 |                                      |   |                        |         |         |   |            |        
|Gross
          loss                             |                                      |   | (1,037,000             | )       |         |   | (849,000   | )      
|                                                 |                                      |   |                        |         |         |   |            |        
|Operating
          expenses:                   
|                                                
|                                                
|                                                
|                                                
|                                                 | Marketing
          and selling      |   |                        | 290,000 |         |   |            | 266,000 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | General
          and administrative |   |                        | 901,000 |         |   |            | 736,000 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | Research
          and development   |   |                        | 24,000  |         |   |            | 7,000   | 
|                                                 |                                      |   |                        |         |         |   |            |        
|Total
          operating expenses               |                                      |   | 1,215,000              |         |         |   | 1,009,000  |        
|                                                 |                                      |   |                        |         |         |   |            |        
|Loss from
          operations                   |                                      |   | (2,252,000             | )       |         |   | (1,858,000 | )      
|                                                
|                                                
|                                                
|                                                
|Other
          income                           |                                      |   | 199,000                |         |         |   | 10,000     |        
|                                                
|                                                
|                                                
|                                                
|Loss on
          sale of assets                 |                                      |   |                       |         |         |   | (314,000   | )      
|                                                
|                                                
|                                                
|                                                
|Interest
          expense, net                  |                                      |   | (909,000               | )       |         |   | (727,000   | )      
|                                                 |                                      |   |                        |         |         |   |            |        
|Loss before
          provision for income taxes |                                      |   | (2,962,000             | )       |         |   | (2,889,000 | )      
|                                                
|                                                
|                                                
|                                                
|Provision
          for income taxes             |                                      |   | 1,000                  |         |         |   | 1,000      |        
|                                                 |                                      |   |                        |         |         |   |            |        
|Net loss                                         |                                      | $ | (2,963,000             | )       |         | $ | (2,890,000 | )      
|                                                 |                                      |   |                        |         |         |   |            |        
|Weighted
          average shares outstanding    |                                      |   | 12,953,000             |         |         |   | 12,953,000 |        
|                                                 |                                      |   |                        |         |         |   |            |        
|Basic
          and diluted loss per share       |                                      | $ | (0.23                  | )       |         | $ | (0.22      | )      
|                                                 |                                      |   |                        |         |         |   |            |        

See accompanying notes.

5



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##### Table of Contents






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

|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |         |          |  
|------------------------------------------------------------------------------------- | -------------------------------------------------------- | ---------------------------------------------------------------------- | ---------- | ---------------------- | ------- | ------- | ---------- | ------- | -------- | -
|                                                                                      |                                                          |                                                                        |            | Six-Month Period Ended
|                                                                                      |                                                          |                                                                        |            |                       
|                                                                                      |                                                          |                                                                        |            | May 31,                |         | May 31,
|                                                                                      |                                                          |                                                                        |            | 2001                   |         | 2000   
|                                                                                      |                                                          |                                                                        |            |                        |         |        
|Operating
          Activities                                                       
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Net loss                                                                              |                                                          | $                                                                      | (2,963,000 | )                      |         | $       | (2,890,000 | )      
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Adjustments
          to reconcile net loss to net cash used in operating activities:
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Depreciation
          and amortization                  |                                                                        |            | 327,000                |         |         |            | 365,000 |         
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Provision
          for inventory obsolescence           |                                                                        |            |                       |         |         |            | 128,000 |         
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Loss from
          sale of assets to Foamex             |                                                                        |            |                       |         |         |            | 314,000 |         
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      | Net change
          in operating assets and liabilities |                                                                        |            |                        |         |         |            |         |         
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      |                                                          | Decrease (Increase) in accounts receivable                             |            |                        | (61,000 | )       |            |         | 110,000  |  
|                                                                                      |                                                          | Decrease
          (increase) in inventories                           |            |                        | (78,000 | )       |            |         | 305,000  |  
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      |                                                          | Increase
          in other current assets                             |            |                        | (82,000 | )       |            |         | (85,000  | )
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      |                                                          | Increase
          (decrease) in accounts payable and accrued expenses |            |                        | 224,000 |         |            |         | (109,000 | )
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                      |                                                          | Increase
          in interest payable                                 |            |                        | 910,000 |         |            |         | 726,000  |  
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Net cash
          used in operating activities                                       |                                                          |                                                                        | (1,723,000 | )                      |         |         | (1,136,000 | )      
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Investing
          Activities                                                       
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Purchases
          of equipment                                                      |                                                          |                                                                        | (194,000   | )                      |         |         | (57,000    | )      
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Net cash
          used in investing activities                                       |                                                          |                                                                        | (194,000   | )                      |         |         | (57,000    | )      
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Financing
          Activities                                                       
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Proceeds
          from line of credit                                                |                                                          |                                                                        | 2,200,000  |                        |         |         | 1,249,000  |        
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Net cash
          provided by financing activities                                   |                                                          |                                                                        | 2,200,000  |                        |         |         | 1,249,000  |        
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Net
          Increase In cash                                                        |                                                          |                                                                        | 283,000    |                        |         |         | 56,000     |        
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Cash
- beginning of period                                                            |                                                          |                                                                        | 413,000    |                        |         |         | 167,000    |        
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        
|Cash - end of period                                                                  |                                                          | $                                                                      | 696,000    |                        |         | $       | 223,000    |        
|                                                                                      |                                                          |                                                                        |            |                        |         |         |            |        

See accompanying notes.

6



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##### Table of Contents






NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization

Wilshire Technologies, Inc. (the Company) operates in one business segment,
which is to develop, manufacture and market engineered polymer products for
industrial cleanroom use. The Company has historically developed, manufactured
and marketed engineered polymer products for industrial cleanroom use. In 1996,
the Company divested its Medical Products and Transdermal Products divisions
and focused primarily on products used in industrial cleanrooms, such as gloves
and contamination control products. From 1996 through 2000, substantially all
of the Companys reported historic revenues have been related to sales of its
contamination control products. On May 19, 2000, the Company completed the sale
of certain assets and selected liabilities of the Companys Wilshire
Contamination Control division (the division) to Foamex Asia Co. LTD. (see
Note 4). During the third quarter of fiscal 2000, sales of the Companys
polyurethane glove ceased and the Company focused upon securing a strategic
partner for the new product development. Effective September 18, 2000, the
Company signed a Product Development, Purchase and License Agreement (the
Agreement) with the Lycra® division of E. I. DuPont de Nemours
and Company (DuPont). Under the Agreement, DuPont will develop and supply a
new proprietary polyurethane material and Wilshire will use the material to
manufacture and sell a disposable polyurethane glove for industrial cleanroom
applications. The Company, based in Carlsbad, California manufactures its
products at the Tijuana, Mexico facility of its wholly owned subsidiary,
Wilshire International de Mexico S.A. de C.V.Basis of PresentationThe 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 2001.The accompanying Condensed Consolidated Unaudited Financial Statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB for
quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of
1934. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended May 31,
2001 are not necessarily indicative of the results that may be expected for the
fiscal year ending November 30, 2001. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Companys annual report on Form 10-KSB for the fiscal year ended November 30,
2000.The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. Significant intercompany amounts and transactions
have been eliminated.2. Going ConcernThe accompanying Condensed Consolidated Unaudited Financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company has a working capital deficiency of $20,521,000; shareholders deficit
of $16,901,000 as of May 31, 2001, has suffered recurring losses from
operations and is economically dependent on its majority shareholder to finance
operations. These matters, among others, raise substantial doubt about the
Companys ability to continue as a going concern. Continuation of the Company
is dependent on the Companys ability to negotiate additional arrangements with
its majority shareholder, raise additional capital and to achieve
profitability. The Condensed Consolidated Unaudited Financial Statements do not
include any adjustments that might result from the outcome of this uncertainty.
Although management has been successful in obtaining working capital from its
majority7Table of Contentsshareholder to fund operations to date, there can be no assurances that the
Company will be able to raise additional capital in the future.The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 million for the year ending November 2001.
Trilon Dominion, the Companys largest shareholder with over 73% of the shares
outstanding, has acknowledged the Companys cash flow needs and has indicated
its commitment to provide financial support to the Company through November 30,
2001 to the extent of such budgeted cash flow requirements. However given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. In the event that such funds are not received it
is unlikely that the Company will be successful in raising capital from other
sources. If adequate funds are not available to finance current operations,
the Company will be unable to execute its business development efforts and may
be unable to continue as a going concern.The Companys continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Managements recent actions in regard to these matters
are as follows:1) During fiscal 2000, the Company sold selected assets and liabilities
totaling $945,000 related to the Companys Wilshire Contamination Control to
Foamex Asia Co. LTD. (the Buyer), an affiliate of Foamex International
(FMX:NASDAQ) for a potential sales price up to $2,500,000. (See Note 4).
Payments of the sale price are due from the Buyer on a quarterly basis based on
a fixed percentage of sales by the Buyer of certain products. Foamex
International is an international developer, manufacturer and supplier of
high-quality foam, including key materials utilized in contamination control
environments. Foamex Asia Co. Ltd., located in Singapore and in Thailand, is
currently a major supplier of specialty foam products to the Asian market.As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest
$1,000,000 of capital in equipment and machinery in the acquired business
which, the Company believes, will lead to lower manufacturing costs of the
Buyer over the next three years. The Company further believes the transaction
was in its best interests as the likelihood of increased sales due to the lower
manufacturing costs may provide not only a return of the initial investment of
$945,000, but additional payments from the Buyer up to a total of $2,500,000.2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement, which
commenced on May 19, 2000 and will continue until December 31, 2001, will
provide additional funds to offset operating expenses of approximately $480,000
for fiscal year 2001.3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the Lycra® division of E.
I. DuPont de Nemours and Company (DuPont ). Under the Agreement, DuPont will
develop and supply a new proprietary polyurethane material and Wilshire will
use the material to manufacture and sell a disposable polyurethane glove for
industrial cleanroom applications. The Company began production of the new
gloves in the second quarter of 2001.The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales
of its new glove, the Company will position itself to begin generating
sufficient cash flow to fund working capital and investment activities by late
2002. If the Company does attain its sales goals, it believes that it will be
able to raise additional capital, as needed in the future. There can be no
assurances, however, that the Company will be successful in any of the above
mentioned actions or plans on a timely basis, or at all.8Table of Contents3. Financial Statement InformationInventories consist of the following:

|                            |  |         |        |              |  |   |          |  
|--------------------------- |  | ------- | ------ | ------------ |  | - | -------- | -
|                            |  | May 31, |        | November 30,
|                            |  | 2001    |        | 2000        
|                            |  |         |        |             
|Raw materials               |  | $       | 56,000 |              |  | $ | 113,000  |  
|                           
|                           
|                           
|                           
|Work in
          process   |  |         | 8,000  |              |  |   |         |  
|                           
|                           
|                           
|                           
|Finished
          goods    |  |         | 19,000 |              |  |   | 5,000    |  
|                           
|                           
|                           
|                           
|Inventory
          reserve |  |         | (5,000 | )            |  |   | (118,000 | )
|                            |  |         |        |              |  |   |          |  
|                            |  | $       | 78,000 |              |  | $ |         |  
|                            |  |         |        |              |  |   |          |  

4. Sale of Division

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

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

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

In addition to the sale of assets, the Buyer and Seller entered into an
agreement where the Company agreed to provide Foamex, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement commenced
on May 19, 2000 and will continue until December 31, 2001. The Company recorded
revenues totaling $199,000 under the agreement for the six months ended May 31,
2001 which are included in Other income on the Statement of Operations.

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

5. Line of Credit

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

9



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##### Table of Contents



Company issued Demand notes totaling $930,000 at an interest rate of 11.5%
under the credit line agreement.

In December of 1998, the Company amended the credit line agreement to extend
the terms to January 31, 2000, which was extended to June 30, 2000, January 31,
2001 and January 31, 2002, in December 31, 1999, June 30, 2000 and January 17,
2001 amendments to the credit line agreement. In fiscal 1999, the Company
issued demand notes totaling $3,510,000 under the line of credit agreement and
capitalized debt issuance costs of $18,000. Of the notes issued in fiscal 1999,
$2,010,000 of notes bear interest at a rate of 11.5% annually; the remaining
$1,500,000 of demand notes bear interest at a rate of prime plus 3%. In fiscal
2000, the Company issued demand notes totaling $2,813,000 under the line of
credit agreement. The notes issued in fiscal 2000 bear interest at a rate of
prime plus 3%. For the first six months of fiscal 2001, the Company issued
demand notes totaling $2,200,000 at a rate of prime plus 3% (10.5% at May 31,
2001). All of the notes are due on demand. Subsequent to May 31, 2001, the
Company issued one additional demand note in the amount of $131,500.

6. Commitments and Contingencies

Breast Implant Litigation

During the first six months of 2001, there have been no significant
developments in the Breast Implant Litigation. For information regarding legal
proceedings, refer to the information contained in the Companys Annual Report
on Form 10-KSB for the fiscal year ended November 30, 2000, under Note 7 to the
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.Subsequent written and oral forward looking statements attributable to the
Company or persons acting on the Companys behalf are expressly qualified in
their entirety by cautionary statements in this Form 10-QSB and in other
reports that have been filed with the Securities and Exchange Commission. The
following discussion should be read in conjunction with the Condensed
Consolidated Unaudited Financial Statements and the Notes thereto included
elsewhere in this filing.OverviewThe Company has incurred substantial losses since its inception in 1990, and
has relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes that Trilon Dominion will continue to support the Companys
working capital needs as necessary through the end of fiscal year 2001.
10Table of ContentsAccordingly, the accompanying Condensed Consolidated Unaudited Financial
Statements have been prepared assuming the Company will continue to operate as
a going concern. Should Trilon Dominion discontinue providing working capital
support to the Company, the Company would have insufficient working capital to
meet its operational needs for the foreseeable future.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 will develop and supply a new proprietary
polyurethane material and Wilshire will use the material to manufacture and
sell a disposable polyurethane glove for industrial cleanroom applications.In the second quarter of fiscal year 2001, the Company began production of the
new polyurethane glove and introduced the glove into selected foreign customer
accounts for evaluation and testing.Net SalesThe Company markets its products directly to end-users through a limited number
of internal sales personnel and through international, national and regional
distributors. Revenue for all sales is recognized when title transfers,
generally when products are shipped.Net sales decreased by $423,000 (78.0%) to $119,000 for the second quarter of
2001 as compared to sales of $542,000 for the second quarter of 2000. Net sales
decreased by $1,142,000 (90.0%) to $130,000 for the first six months of 2001 as
compared to $1,272,000 for the first six months of 2000. The decrease in sales
for the second quarter and for the first six months was due to the sale of the
Wilshire Contamination Control Division to Foamex Asia Co. Ltd. on May 19,
2000. Sales essentially ceased at that time while the Company focused on
development of a new polyurethane glove made with proprietary material supplied
by DuPont. Sales for the three months ended May 31, 2001 include $98,000 of
sales of the new polyurethane glove.Gross MarginFor the second quarter ended May 31, 2001, the Company recorded a negative
gross margin of $519,000 as compared to a negative gross margin of $402,000 in
the same period of 2000. For the first six months of 2001, the Company
recognized a negative gross margin of $1,037,000 as compared to a negative
gross margin of $849,000 for the comparable period in 2000. The gross margin
losses for the second quarter and first six months were primarily attributable
to high-unabsorbed operating costs of its glove manufacturing plant.Marketing and Selling ExpensesMarketing and selling expenses increased by $20,000 (16.0%) to $145,000 in the
second quarter of 2001 from $125,000 for the comparable period of 2000. The
first six months of expense increased by $24,000 (9.0%) to $290,000 from
$266,000 for the first six months of 2000. The increase for the quarter and
first six months was primarily attributable to an increase in headcount and
travel associated with the introduction of the new glove to customers for
evaluation and testing.General and Administrative ExpensesGeneral and administrative expenses include costs related to the Companys
administrative costs such as executive and office salaries, related payroll
expenses, investor relations, professional fees, supplies and utilities.General and administrative expenses increased $78,000 (20.0%) to $460,000 in
the second quarter of 2001 from $382,000 in the second quarter of 2000. For the
first six months of 2001, General and Administrative expense increased by
$165,000 (22.0%) to $901,000 from $736,000 for the first six months of 2000.
The increase in expense was due to increases in professional fees, recruiting
fees, travel associated with the introduction of the new glove, and an increase
of11Table of Contentsadministrative personnel and professional services at the Companys glove
facility in Tijuana, Mexico of its wholly owned subsidiary, Wilshire
International de Mexico S.A. de C.V.Research and DevelopmentResearch and development expenses of $3,000 decreased by $4,000 (57.0%) as
compared to the second quarter of 2000 expenses of $7,000. For the first six
months of 2001, Research and development expense of $24,000 increased by
$17,000 (243%) as compared to Research and development expense of $7,000 for
the comparable period in 2000. The overall increase in Research and development
expense was due to outside testing of the Companys new polyurethane glove.Other incomeThe Company recorded other income of $112,000 in the second quarter of 2001.
Other income of $199,000 for the first six months of 2001 increased by $189,000
from other income of $10,000 for the first six months 2000. The increase in
other income is due to consulting income from the Ongoing Service Agreement
with Foamex Asia, which was entered into on May 19, 2000.Interest Expense, NetThe Company reported higher interest expense in the second quarter of 2001
compared with the second quarter of 2000 due to an increase in prime rate and
an increase in debt outstanding. Interest expense is related primarily to
interest on the line of credit due to Trilon Dominion Partners, LLC. (See Note
5 to the Condensed Consolidated Unaudited Financial Statements).Income TaxesFor the quarters ended May 31, 2001 and May 31, 2000, the Company sustained
losses for both financial reporting and income tax purposes. A tax provision of
$1,000 related to state income taxes was recorded in the condensed financial
statements for 2000 and 2001.Liquidity and Capital ResourcesThe accompanying condensed unaudited consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company has a working capital deficiency of $20,521,000; shareholders deficit
of $16,901,000 as of May 31, 2001, has suffered recurring losses from
operations and is economically dependent on its majority shareholder to finance
operations. These matters, among others, raise substantial doubt about the
Companys ability to continue as a going concern. Continuation of the Company
is dependent on the Companys ability to negotiate additional arrangements with
its majority shareholder, raise additional capital and to achieve
profitability. The condensed unaudited consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Although management has been successful in obtaining working capital from its
majority shareholder to fund operations to date, there can be no assurances
that the Company will be able to raise additional capital in the future.The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 million for the year ending November 30,
2001. Trilon Dominion, the Companys largest shareholder with over 73% of the
shares outstanding, has acknowledged the Companys cash flow needs and has
indicated its commitment to provide financial support to the Company through
November 30, 2001 to the extent of such budgeted cash flow requirements.
However given that no written commitment exists, the Company is exposed to the
substantial risk that it will not receive the funds from Trilon Dominion to
fund present and future working capital needs. In the event that such funds are
not received it is unlikely that the Company will be successful in raising
capital from other sources. If adequate funds are not available to finance
current operations, the Company will be unable to execute its business
development efforts and may be unable to continue as a going concern.
12Table of ContentsThe Companys continuation as a going concern is dependent upon its ability to
(a) generate sufficient cash flow to fund working capital and investment
activities, (b) to obtain additional outside financing and (c) ultimately
sustain profitability. Managements recent actions in regard to these matters
are as follows:1) During fiscal 2000, the Company sold selected assets and liabilities
totaling $945,000 related to the Companys Wilshire Contamination Control to
Foamex Asia Co. LTD. (the Buyer), an affiliate of Foamex International
(FMX:NASDAQ) for a potential sales price up to $2,500,000. (See Note 4).
Payments of the sale price are due from the Buyer on a quarterly basis based on
a fixed percentage of sales by the Buyer of certain products. Foamex
International is an international developer, manufacturer and supplier of
high-quality foam, including key materials utilized in contamination control
environments. Foamex Asia Co. Ltd., located in Singapore and in Thailand, is
currently a major supplier of specialty foam products to the Asian market.As part of the sale agreement, Foamex Asia Co. Ltd. agreed to invest
$1,000,000 of capital in equipment and machinery in the acquired business
which, the Company believes, will lead to lower manufacturing costs of the
Buyer over the next three years. The Company further believes the transaction
was in its best interests as the likelihood of increased sales due to the lower
manufacturing costs may provide not only a return of the initial investment of
$945,000, but additional payments from the Buyer up to a total of $2,500,000.2) In addition to the sale of assets to Foamex Asia Co. Ltd., the Company
entered into an agreement with Foamex to provide, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamexs ongoing operation of the Divisions business. The agreement, which
commenced on May 19, 2000 and will continue until December 31, 2001, will
provide additional funds to offset operating expenses of approximately $480,000
for fiscal year 2001.3) In September 2000, the Company signed a Product Development, Purchase and
License Agreement (the Agreement) with the Lycra® division of E.
I. DuPont de Nemours and Company (DuPont). Under the Agreement, DuPont will
develop and supply a new proprietary polyurethane material and Wilshire will
use the material to manufacture and sell a disposable polyurethane glove for
industrial cleanroom applications. The Company began production of the new
gloves in the second quarter of 2001.The Company believes that with the potential of a return of $2.5 million on the
sale of its contamination control division to Foamex Asia Co., Ltd., with the
cost-sharing agreements in place to lower operating costs, and with the sales
of its new glove, the Company will position itself to begin generating
sufficient cash flow to fund working capital and investment activities by late
2002. If the Company does attain its sales goals, it believes that it will be
able to raise additional capital, as needed in the future. There can be no
assurances, however, that the Company will be successful in any of the above
mentioned actions or plans on a timely basis, or at all.Management assesses the Companys liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.During 2000 and the first six months of 2001, the Company has not generated
sufficient cash from operations to fund its working capital and equipment
purchase requirements. Net cash used in operating activities was $1,723,000 in
the first six months of 2001 versus net cash used in operating activities of
$1,136,000 in the first six months of 2000. The increase in the cash used in
operating activities was primarily due to the sale of the Companys Wilshire
Contamination Control division to Foamex Asia, Co. Ltd. in May 2000.Net cash used in investing activities was $194,000 in the first six months of
2001, versus net cash used by investing activities of $57,000 in the first
three months of 2000. The higher investing13Table of Contentsactivities for the first six months of 2001 were related to upgrades to the
glove production equipment related to the manufacture of the new glove.Net cash provided by financing activities was $2,200,000 in the first six
months of 2001 versus $1,249,000 in the first six months of 2000. The debt
financing in both years was obtained from Trilon Dominion Partners, LLC. The
Companys need for financing increased in 2001 due to the sale of the Companys
Wilshire Contamination Control division.For the first six months of fiscal 2001, the Company issued additional demand
notes totaling $2,200,000 at a rate of prime plus 3% (10.5% at May 31, 2001).
All of the notes are due on demand.For the six-month period ended May 31, 2001, the Company has used its current
credit facilities with Trilon Dominion to fund its continuing negative cash
flows from operating and investing activities. The Company expects to continue
to have negative cash flow from operating and investing activities through
fiscal year 2001. Management believes that Trilon Dominion, the Companys
largest shareholder with over 73% of the shares outstanding, will continue to
support the Company as necessary through the end of fiscal year 2001. However,
given that no written commitment exists, the Company is exposed to the
substantial risk that it will not receive the funds from Trilon Dominion to
fund present and future working capital needs.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings:For information regarding legal proceedings, refer to the information
contained in the Companys annual report on Form 10-KSB for the fiscal
year ended November 30, 2000 under the heading, Legal Proceedings and
Note 7 to the financial statements therein.

Item 2.  Changes in Securities:On May 16, 1995, a Settlement Agreement was approved by the United
States District Court for the Southern District of California between
the Company and members of the Settlement Class in an Amended
Consolidated Class Action Complaint against the Company. Under the
Settlement Agreement, the Company issued warrants for 2,750,000 shares
of common stock to the Settlement Class at an exercise price of $2.33
per share subject to adjustment to protect against dilution. The
Company valued the warrants at $0.10 per underlying common share and
recorded a charge to earnings of $275,000 in fiscal 1994. The
Settlement Warrants are exercisable between November 28, 1999 and
November 28, 2002, but only after the Companys common stock underlying
the Settlement Warrants has been registered under the Securities Act of
1933. The Company is obliged to register the underlying shares of
common stock at the later of (i) the second anniversary of the date of
issuance of the warrants or (ii) as soon as commercially reasonable
after the date when the average closing price of the Companys common
stock over fifteen consecutive trading days is more than the revised
warrant exercise price as discussed below.In January 1996, 8,441,430 shares of the Companys Common Stock were
issued to Trilon Dominion Partners, L.L.C., (Trilon) the Companys
majority shareholder, in settlement for debt and interest outstanding.
At that date, the warrant exercise price under the Settlement Agreement
was not yet finally determined, the settlement warrant agreement was
not signed, and the warrants did not exist. Upon the execution of the
warrant agreement, the settlement warrant price and the number of
shares issuable on exercise of the settlement warrants should have been
adjusted and certified under the terms of the Settlement Agreement,
however, such adjustment and certification were not performed by the
Company. Since January 1996, the Company has issued stock, has issued
warrants in connection with its debt agreements and has issued stock
options to employees (under the two Company Stock option plans),
vendors and consultants. Effective November 30, 2000 the Company
performed a cumulative14Table of Contentscalculation of the impact of the equity transactions since January 1996
and has determined that the revised exercise price of each settlement
warrant as of that date was $1.39 and the total number of shares
issuable under the settlement warrants equaled 4,613,658 at the same
date. In consideration of the restrictions on exercise of such
warrants, a charge to earnings was not recorded for the year ended
November 30, 2000 to reflect the modification as the value of the
warrants is deemed to be de minimus.

Item 3.  Defaults Upon Senior Securities:None.

Item 4.  Submission of Matters to a Vote of Security Holders:Registrant has solicited proxies pursuant to regulation 14A of the
Securities Exchange Act (Proxy Statement dated March 23, 2001) for
its Annual Meeting of Shareholders on May 25, 2001. There was no
opposition to managements nominees for the directors listed in
the Proxy Statement. All such nominees were elected by the
affirmative vote of 12,677,364 shares, which were the number of
shares represented at the meeting. The number of shares not voted
were 276,021. Additionally, an amendment to the Wilshire
Technologies, Inc. 1995 Stock Option Plan to increase the maximum
amount of shares under the plan to 2,250,000 was approved by the
affirmative vote of 12,436,092 shares, with 241,206 shares against
the motion and 276,087 shares not voted.

Item 5.  Other Information:None.

Item 6.  Exhibits and Reports on Form 8-K(a)Exhibits:10.194
    
    Demand Note dated March 2, 2001 between
      the Registrant and Trilon Dominion Partners, L.L.C.10.195
    
    Demand Note dated April 2, 2001 between
      the Registrant and Trilon Dominion Partners, L.L.C.10.196
    
    Demand Note dated May 3, 2001 between
      the Registrant and Trilon Dominion Partners, L.L.C.10.197
    
    Demand Note dated May 29, 2001 between
      the Registrant and Trilon Dominion Partners, L.L.C.10.198
    
    Wilshire Technologies, Inc. 1995 Stock
      Option Plan as amended May 25, 2001 (71)(b) Reports on Form 8-K:None.15Table of ContentsNOTE: Certain of the Exhibits listed above are incorporated herein by
reference to other documents previously filed with the Commission as
follows:

|          |  |                                           |  |            
|--------- |  | ----------------------------------------- |  | -----------
|          |  |                                           |  | Exhibit    
|          |  | Document to which                         |  | Designation
|Note      |  | Cross Reference                           |  | in such    
|Reference |  | is Made                                   |  | Document   
|          |  |                                           |  |            
|71        |  | March 23, 2001 
          Proxy Statement |  | A          




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: July 12, 2001 | By:                         | /S/ Kathleen E. Terry                                                                                                            
|                     |                             |                                                                                                                                  
|                     |                             | Kathleen E. Terry
        Chief Financial Officer
        (Principal Financial Officer and 
        Principal Accounting Officer)

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