<PAGE>   1

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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(MARK ONE)
[X]         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934

            For the fiscal year ended November 30, 2000.

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from _____________ to ____________


                         COMMISSION FILE NUMBER 0-20866

                           WILSHIRE TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

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

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

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

Securities registered under Section 12(b) of the Exchange Act:   None

Securities registered under Section 12(g)
  of the Exchange Act:                         Common Stock, no par value -
                                               Quoted on the OTC Bulletin Board
                                               --------------------------------
                                                       (Title of Class)

        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  [ ]

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

        The issuer's revenues for its most recent fiscal year were $1,311,000.

        The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 13, 2001 was approximately $.7 million.

        The number of shares outstanding of the registrant's only class of
Common Stock, no par value, was 12,953,385 on February 13, 2001.

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


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

<PAGE>   2

WILSHIRE TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Annual Report on Form 10-KSB - November 30, 2000
--------------------------------------------------------------------------------
PART I                                                                          PAGE
------------------------------------------------------------------------------------
<S>            <C>                                                              <C>
Item 1.        Description of Business                                            2

Item 2.        Description of Property                                            4

Item 3.        Legal Proceedings                                                  4

Item 4.        Submission of Matters to a Vote of Security Holders                5

------------------------------------------------------------------------------------
PART II
------------------------------------------------------------------------------------

Item 5.        Market for Common Equity and Related Stockholder Matters           6

Item 6.        Management's Discussion and Analysis or Plan of Operation          6

Item 7.        Financial Statements                                              12

Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                               31

------------------------------------------------------------------------------------
Part III
------------------------------------------------------------------------------------

Item 9.        Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act                 32

Item 10.       Executive Compensation                                            32

Item 11.       Security Ownership of Certain Beneficial Owners and Management    32

Item 12.       Certain Relationships and Related Transactions                    32

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Part IV
-------------------------------------------------------------------------------------

Item 13.       Exhibits, List and Reports on Form 8-K                            32

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</TABLE>



                                       1
<PAGE>   3



PART I

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

Wilshire Technologies, Inc. (the "Company"), was incorporated in California on
October 17, 1990 and 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 were 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 3 to Consolidated
Financial Statements). During the third quarter of fiscal 2000, sales of the
Company's polyurethane glove were ceased and the Company focused upon securing a
strategic partner for the new product development. Effective September 18, 2000,
the Company signed a Product Development, Purchase and License Agreement (the
"Agreement") with the Lycra(R) division of E. I. DuPont de Nemours and Company
("DuPont"). Under the Agreement, DuPont will develop and supply a new
proprietary polyurethane material and Wilshire will use the material to
manufacture and sell a disposable polyurethane glove for industrial cleanroom
applications. The Company, based in Carlsbad, California manufactures its
products at the Tijuana, Mexico facility of its wholly owned subsidiary,
Wilshire International de Mexico S.A. de C.V.

MARKET OVERVIEW

The need for extraordinary cleanliness in various manufacturing and
high-technology processes has resulted in a requirement for products to be
manufactured in Class 1, 10 and 100 cleanrooms. A "cleanroom" is an environment
in which particulate fluid and biological contaminants are monitored and
controlled. In the microelectronics, semiconductor and aerospace industries,
cleanrooms are essential to the manufacturing process to prevent minute
particles from contaminating sensitive and expensive products. Cleanrooms are
classified according to the allowable level of particulate contamination per
cubic foot. A "Class I" cleanroom may have just one particle of more than 0.5
microns per cubic foot.

The Company uses a proprietary polyurethane formulation to produce gloves
specifically for the requirements of Class I, 10 and 100 cleanrooms. For these
cleanrooms, the particulate compliance requirements are extremely stringent, and
the total cost of disposables represents only a small percentage of the total
cost of the customer's manufactured product. Cleanroom users are generally
willing to pay premium prices for products, which reduce particulate
contamination, thereby reducing labor costs and increasing the yields of their
manufactured products. Disposable supplies used in cleanrooms consist primarily
of garments, gloves, swabs and wipers. Traditionally, most cleanroom suppliers
have adapted existing products from other applications, e.g., medical, which may
have inherent limitations. The Company intends to satisfy the needs of cleanroom
operators with advanced glove products designed and manufactured specifically
for cleanroom use.


PRODUCTS

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

In conjunction with the Agreement, the Company also entered into a Trademark
License Agreement with DuPont that allows the Company to market the new
polyurethane glove under the Lycra(R) trademark. The Company sold previous glove
products under two brand names - DuraCLEAN(R) and PolyDERM(TM), and is
considering marketing future glove products under these names.

The majority of the gloves purchased Worldwide for use in Class 1, 10 and 100
cleanrooms are latex, nitril or polyvinyl chloride ("PVC") medical gloves
post-processed to be cleaner than the typical hospital or surgeon's glove. All
of these gloves have several disadvantages: (1) the gloves are prone to
deterioration during use, thereby generating excessive particulate
contamination; and (2) the gloves have many chemical additives that can be
easily transferred onto the environments that they are trying to protect causing
potential yield loss.



                                       2
<PAGE>   4
 The Company believes that the new polyurethane glove made by DuPont will
address these problems. The Company believes that the new polyurethane glove is
superior to latex, nitril and pvc gloves in many ways. The new glove will have
superior cleanliness, durability that includes the ability to relaunder, and
enhanced tactile feel. For DiskDrive markets, the added benefit of the
electrostatic dissipative (ESD) properties of the Company's glove is a great
advantage. Although the new gloves will be premium priced, management believes
they will be cost effective for cleanroom users because the enhanced cleanliness
will reduce contamination and increase yield. Also, because of excellent
abrasion resistance they can be worn longer and changed less frequently than
less expensive gloves. Another benefit of the gloves is they can be relaundered
multiple times, which reduces the cost of the glove and helps reduce the waste
stream of the customer.


PATENTS, LICENSES AND PROPRIETARY RIGHTS

The Company currently has no patents, however the Company will apply for patents
where deemed appropriate.

The Company relies upon trade secrets, technical know-how and continuing
technological innovation to develop and maintain its competitive position. The
Company typically requires its employees and consultants to execute appropriate
confidentiality and assignment of inventions agreements in connection with their
employment or consulting relationships with the Company.

No assurance can be given that competitors will not independently develop
substantially equivalent or superior proprietary materials and techniques or
otherwise gain access to the Company's proprietary technology, or that the
Company can meaningfully protect its rights in unpatented proprietary
technology.

TECHNOLOGY

The Company's current products use polymers, particularly polyurethane.
Polyurethane is a versatile synthetic material, which can be produced to exhibit
a wide range of characteristics. By varying the underlying molecular structure
and manufacturing methods, polyurethane materials may be created with varying
degrees of absorbency, moisture vapor transfer, flexibility, elasticity,
structural integrity and stability.

MANUFACTURING

The Company manufactures its polyurethane gloves on its own equipment, using a
proprietary process in its leased facility in Tijuana, Mexico. The Company
purchases the polymer for the gloves from DuPont under an exclusive two-year
supply agreement. The Agreement allows for up to three annual extensions of the
exclusivity period for the purchasing rights upon the Company meeting certain
performance criteria. Certain processes required to finish the product are
performed in Mexico by Advanced Barrier Technologies, Inc. in accordance with
Company procedures.

Raw Materials. The polyurethane materials that the Company uses are generally
available from multiple sources. The Company has not experienced difficulty in
obtaining raw materials.

Quality Assurance. Under the Company's quality assurance program, visual,
dimensional and functional inspections are performed and recorded on all raw
materials and finished goods based on product specifications as governed by the
Device Master Record. Additionally, Statistical Process Control and other Total
Quality Management methods are used in the manufacturing process.

SALES, MARKETING AND DISTRIBUTION

The Company previously marketed its products directly to end-users through a
limited number of internal sales personnel and is sold through international,
national and regional distributors and plans to market its new glove through
these channels. During 2000, prior to the sale of its Contamination Control
product line to Foamex Asia Co. Ltd. in May 2000, the Company sold approximately
43% of its products through VWR Scientific Products and approximately 9% of its
products through international distributors.

COMPETITION

The Company believes the clean room market for gloves has a large number of
competitors, some of which, such as Kimberly Clark Corp, are much larger than
the Company. Other competitors include Baxter International, Smith and Nephew
Perry, and Ansell Edmont.

                                       3
<PAGE>   5

The Company is engaged in a rapidly-evolving and highly-competitive field.
Competition from glove manufacturers is intense and expected to increase. Many
of these companies have substantially greater capital resources and facilities,
and more experience in marketing and distributing products than the Company. In
addition, many of these companies employ large research and development staffs,
while the Company has traditionally had a small research and development budget.

EMPLOYEES

As of November 30, 2000, the Company employed 49 employees. 35 employees
supported manufacturing and shipping for the Company's glove factory located in
Tijuana, Mexico, and the remaining employees, 5 in manufacturing and shipping, 5
in marketing and selling and 4 in administration, were affiliated with the
Company's corporate headquarters located in Carlsbad, California.

ITEM 2.  DESCRIPTION OF PROPERTY.

In August 1997, the Company completed a five-year Lease Agreement with Messrs.
Frank Naliboff and Nathan Morton for a 25,500 square-foot office and warehouse
facility in Carlsbad, California. Under the terms of the lease, the Company will
pay rent of $17,500 per month for the first year, beginning January 1, 1998 with
annual rent increases of $500 per month in each of the following four years. The
lease expires on December 31, 2002 and can be renewed by mutual agreement of the
parties.

In November 1997, the Company completed a five-year Lease Agreement with Mr.
Rafael Mizrachi for a 23,500 square foot manufacturing facility and a 15,000
square foot adjacent lot in Tijuana, Mexico. Under the terms of the lease, the
Company will pay rent of $10,000 per month for the first year beginning January
1, 1998, with annual rent adjustments for the San Diego area Consumer Price
Index. The lease expires on December 31, 2002 and can be renewed by mutual
agreement of the parties.

In December, 1998, the Company completed two sublease agreements, one with
Software of the Month Club, Inc ("SOMC"), and the other with Intecon Systems,
Inc. ("Intecon") for space in the Company's leased facility in Carlsbad,
California. The SOMC sublease is for 7,170 square feet for 24 months beginning
January 1, 1999, at a monthly rent of $3,872, subject to annual rent
adjustments, plus utilities. On November 7,2000, the SOMC was amended to extend
the lease term through December 31, 2001. The Intecon sublease, beginning
February 1, 1999, was amended on August 1, 2000 to 3,090 square feet for a lease
term through June 30, 2002 at a monthly rent of $1,669, plus utilities.

For more information refer to Note 7 to the Consolidated Financial Statements.


ITEM 3.  LEGAL PROCEEDINGS

BREAST IMPLANT LITIGATION

The Company and its predecessor Company, Wilshire Foam Products, Inc. ("Wilshire
Foam"), have been named as defendants in hundreds of bodily injury lawsuits
involving breast implants pending in Alabama, Arizona, California, Connecticut,
District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas,
Louisiana, Michigan, Mississippi, Missouri, Nevada, New Jersey, New Mexico, New
York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
Tennessee, Texas, Utah and Washington, and in a federal multi-district
litigation ("MDL") venued in Birmingham, Alabama. These suits seek compensatory
and punitive damages under a variety of legal theories. The allegations against
Wilshire Foam concern the use by some implant manufacturers of polyurethane
products purportedly supplied by Wilshire Foam which were apparently
incorporated into the implants and placed in the plaintiffs' bodies. Plaintiffs
allege that they have suffered adverse effects of having polyurethane in their
bodies, in addition to the alleged adverse effects of silicone and other
components of the implants.

The Company believes it has several layers of protection from exposure in these
cases. First, the Company and Wilshire Foam carried insurance. Second, recent
developments in the MDL and in related negotiations have resulted in the
probable resolution of most of the pending and possible future claims against
the Company. Third, there are a great number of co-defendants, some of which are
large corporations with significant resources, that may be required to
contribute to any award or indemnify the Company. Fourth, the Company has
asserted a number of legal defenses in the lawsuits as described below. Fifth,
these claims relate to products sold prior to the acquisition of Wilshire Foam,
in which product liabilities were expressly not assumed and the Company was
indemnified by the shareholders of Wilshire Foam. In many, if not most of the
cases, the Company believes it did not sell any product to the implant
manufacturers in question or during the



                                       4
<PAGE>   6

relevant time period. The Company has been dismissed by approximately 3,000
plaintiffs because it was shown that a Wilshire Foam product was not involved or
in connection with a related resolution of the case. This litigation is
discussed fully in Note 7 of the notes to the consolidated financial statements,
which is hereby incorporated by reference. Accordingly there is uncertainty as
to the amount the Company will be expected to pay, if any, once the insurance
and indemnification sources have been exhausted. At this time no accrual has
been provided in the accompanying consolidated financial statements with respect
to this matter.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company solicited proxies pursuant to Regulation 14 under the Securities
Exchange Act (Proxy Statement dated March 14, 2000) for the Annual Meeting of
Shareholders held on May 1, 2000. The only matter submitted to the shareholders
was the election of five directors. There was no solicitation in opposition to
management's nominees for directors, listed in the Proxy Statement. The number
of shares entitled to vote at the meeting was 12,953,385. Of these 12,724,278
were represented. All nominees were elected by the affirmative vote of
12,678,695 shares.



                                       5
<PAGE>   7

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock was initially quoted on NASDAQ under the trading
symbol "WITE". On March 9, 1993, the Company began trading on the American Stock
Exchange ("AMEX") under the trading symbol "WIL". On December 19, 1996, the AMEX
filed an application to delist the Company's common stock from the AMEX because
the Company had not met certain financial guidelines necessary for continued
listing. The final day of trading was Friday, January 17, 1997. On Monday,
January 20, 1997, the Company's common stock was quoted and traded on the OTC
Bulletin Board ("OTCBB") under the symbol "WILK". On January 30, 2001 there were
approximately 112 holders of record of the Company's Common Stock and in excess
of 500 beneficial holders. The Company has not paid any cash dividends on its
Common Stock and does not anticipate paying cash dividends in the foreseeable
future.

The following table sets forth by fiscal quarters the high and low daily closing
sales prices quoted for one share of the Company's Common Stock on the OTCBB for
the fiscal years ended November 30, 1999 and 2000, respectively. The prices
shown reflect interdealer prices without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>

                                            HIGH          LOW
    <S>                                    <C>           <C>
    FY1999
        First Quarter                        9/16         3/10
        Second Quarter                      17/20         5/16
        Third Quarter                         5/8         3/10
        Fourth Quarter                      17/32         3/16

    FY2000
        First Quarter                       11/16         3/16
        Second Quarter                      13/32         3/16
        Third Quarter                       17/32         3/16
        Fourth Quarter                        3/8         3/32
</TABLE>


ITEM 6.  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-KSB and in other reports
that have been filed with the Securities and Exchange Commission. The following
discussion should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto included elsewhere in this filing.


                                       6
<PAGE>   8

OVERVIEW

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

Accordingly, the accompanying condensed consolidated 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.

For the first six months of fiscal year 2000, the Company focused upon the
completion of 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 of $2,500,000 or more. The sale was finalized on May
19, 2000. Substantially all of the historic revenues reported by the Company
related to this division.

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

As no proceeds were due to the Company on the date of closing, the Company
recorded a receivable, 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 (the "Ongoing Service Agreement") where the Company agreed to provide
Foamex, for due consideration, certain labor, facilities, services, personnel
and other items with respect to Foamex's ongoing operation of the Division's
business. The agreement commenced on May 19, 2000 and was amended to continue
until December 31, 2001.

The Company believes the transaction was in its best interests due to the
likelihood of increased sales over the next three years from lower manufacturing
costs that could be achieved by Foamex Asia Co. Ltd. The Company acknowledges
that the sale of the Division will increase the negative cash flow through at
least the first six months of fiscal year 2001. However Trilon Dominion, the
Company's largest shareholder with over 73% of the shares outstanding, has
advised the Company that it will continue to support the Company as necessary
through the end of fiscal year 2001, although no assurance of their support can
be given (see discussion on Going Concern below). Furthermore, the sale of the
Division to Foamex Asia Co. Ltd., allows the Company to better focus its efforts
on the polyurethane glove business.

During the third quarter of fiscal 2000, the Company continued to pursue
development of a new polyurethane glove and focused upon securing a strategic
partner for the new product development.

Effective September 18, 2000, the Company signed a Product Development, Purchase
and License Agreement (the "Agreement") with the Lycra(R) division of E. I.
DuPont de Nemours and Company ("DuPont"). Under the Agreement, DuPont will
develop and supply a new proprietary polyurethane material and Wilshire will use
the material to manufacture and sell a disposable polyurethane glove for
industrial cleanroom applications. The Company will begin production of the new
gloves in the second quarter of 2001.

The Agreement grants the Company an exclusive two-year license to manufacture
and sell gloves using the new polyurethane material into the clean room,
non-medical glove markets of North America, Asia (ex-Japan) and Japan. The
Agreement allows for up to three annual extensions of the exclusivity period for
the purchasing rights and for the selling rights into North America and Asia
(ex-Japan) upon the Company meeting certain



                                       7
<PAGE>   9

performance criteria. In addition, the Company can obtain annual non-exclusive
rights in these markets upon achievement of lesser performance criteria.

Under the Agreement, the Company is required to purchase all its polyurethane
requirements from DuPont through the end of 2005. In conjunction with the
Agreement, the Company also entered into a Trademark License Agreement with
DuPont that allows the Company to market the new polyurethane glove under the
Lycra(R) trademark.

As partial consideration, the Company granted a stock option to DuPont to
purchase up to 2,000,000 shares of its common stock at an exercise price of $.50
a share. The right to exercise the option terminates on December 31, 2003. If
the option is exercised for fewer than all the underlying shares, it expires as
to the remaining shares.

RESULTS OF OPERATIONS

NET SALES

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

Net sales decreased by $1,380,000 (51.0%) to $1,311,000 for the fiscal year of
2000 as compared to sales of $2,691,000 for 1999. The decrease in sales for the
year was due to the sale of the Wilshire Contamination Control Division to
Foamex Asia Co. Ltd. on May 19, 2000. Sales ceased at that time while the
Company focused on development of a new polyurethane glove made with proprietary
material supplied by DuPont.

For the first quarter of 2001, the Company expects to recognize little or no
sales of its DuraCLEAN glove, which is its only remaining product, as it will
focus its efforts on the completion of the development of the new polyurethane
glove with DuPont.

GROSS MARGIN

For 2000, the Company recorded a negative gross margin of $1,699,000 as compared
to a negative gross margin of $860,000 in the same period of 1999. The losses
for the year were primarily attributable to high-unabsorbed operating costs of
its glove manufacturing plant, due to the lack of sales in the last two fiscal
quarters of 2000.

MARKETING AND SELLING EXPENSES

Marketing and selling expenses decreased by $129,000 (19.0%) to $545,000 for
fiscal 2000 from $674,000 for the comparable period of 1999. The 2000 decrease,
as compared to 1999, was primarily attributable to lower travel and certain
other expenses previously associated with the Company's Wilshire Contamination
Control division, which was sold to Foamex Asia Co. Ltd. in the second quarter
of fiscal year 2000.

GENERAL AND ADMINISTRATIVE EXPENSES

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

General and administrative expenses decreased $155,000 (9.0%) to $1,600,000 for
fiscal year 2000 from $1,755,000 in 1999. The decrease in expense was due to
reductions in professional services associated with the Company's glove
manufacturing plant, decreases in executive headcount and the sharing of certain
expenses under the Ongoing Service Agreement with Foamex Asia Co. Ltd.



                                       8
<PAGE>   10

RESEARCH AND DEVELOPMENT

Research and development expenses decreased by $163,000 (93%) to $13,000 for
2000 from $176,000 in 1999. The decline was primarily due to decreased research
and development project expenses.

OTHER INCOME/EXPENSE

Other income (expense) increased by $139,000 (103%) to $135,000 in the fiscal
year 2000 as compared to ($4,000) of expense for 1999. The increase in other
income for the year is due to consulting income from the Ongoing Service
Agreement with Foamex Asia.

INTEREST EXPENSE, NET

The Company reported higher interest expense in 2000 versus 1999 due to an
increase in the prime rate during 2000 as well as an increase in debt
outstanding. The interest expense was related primarily to the line of credit
due to Trilon Dominion Partners, LLC. (See Note 4).

INCOME TAXES

For the year ended November 30, 2000 and November 30, 1999, 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 financial
statements for 1999 and 2000.

GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has a working
capital deficiency of $17,690,000, a shareholders' deficit of $13,938,000 as of
November 30, 2000, 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
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Although management has been
successful in obtaining working capital from its majority shareholder to fund
operations to date, there can be no assurance that the Company will be able to
raise additional capital in the future.

The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 Million for the year ending November 2001.
Trilon Dominion, the Company's largest shareholder with over 73% of the shares
outstanding, has acknowledged the Company's cash flow needs and has indicated
its commitment to provide financial support to the Company through November 30,
2001 to the extent of such budgeted cash flow requirements. However given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. In the event that such funds were not received it
is unlikely that the Company would 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. There can be no assurance that the
Company's future consolidated financial statements will not include another
going concern explanatory paragraph if the Company is unable to become
profitable or obtain guaranteed financial support from a lender, investor or
other source.


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



                                       9
<PAGE>   11
International (FMX:NASDAQ) for a potential sales price up to $2,500,000. (See
Note 4 to the consolidated financial statements). Payments of the sale price are
due from the Buyer on a quarterly basis based on a fixed percentage of sales by
the Buyer of certain products. Foamex International is an international
developer, manufacturer and supplier of high-quality foam, including key
materials utilized in contamination control environments. Foamex Asia Co. Ltd.,
located in Singapore and in Thailand, is currently a major supplier of specialty
foam products to the Asian market.

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

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

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

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

The Company has, and will continue to focus on the class I through 10 cleanroom
markets worldwide. Initial Company efforts will focus on the Japanese
Semiconductor market and the DiskDrive industry because of their predisposition
to relaundering the glove. The Company will also have initial focus on the
Semiconductor market in the US.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

During 1999 and 2000, 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 $ 2,473,000 for 2000 versus net cash used
in operating activities of $2,957,000 for 1999. The decrease in the cash used in
operating activities was primarily due to the sale of certain assets and
liabilities to Foamex Asia, Co. Ltd. ("the


                                       10
<PAGE>   12

Buyer") in May 2000 and the resulting reduction in cash required for operations
due to the service agreement with the Buyer (see Note 2 to the consolidated
financial statements).

Net cash used in investing activities was $94,000 for 2000, versus net cash used
in investing activities of $451,000 for 1999. The higher investing activities in
the prior year were due to major purchases of glove production equipment that
occurred in the first part of fiscal 1999.

Net cash provided by financing activities was $2,813,000 for 2000 versus
$3,533,000 for 1999. The debt financing in both years was obtained from Trilon
Dominion Partners, LLC. A higher level of funding was required in 1999 to fund
investment in glove production equipment.

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

In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000. The Company further extended the credit line
agreement to June 30, 2000, to January 31, 2001 and to January 31, 2002, in
December 31, 1999,June 30, 2000, and January 31, 2001 amendments, respectively.
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% (13.0% at November 30, 2000). In fiscal 2000, the Company
issued demand notes totaling $2,813,000 under the line of credit agreement. The
notes issued in fiscal 2000 bear interest at a rate of prime plus 3% (13.0% at
November 30, 2000).

As of February 15, 2001 the Company has used its current credit facilities and
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 fiscal year
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.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities", which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities. In May 1999, the FASB voted to delay the effective date of SFAS 133
by one year, meaning the Company will be required to adopt this standard in
fiscal 2001. The Company has not used any derivative instruments to date.
Management does not anticipate that the adoption of this new standard will have
significant effect on the financial position or results of operations of the
Company.

In December, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB
101"). SAB 101 summarizes certain areas of the Staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company believes that its current revenue recognition policies
comply with SAB 101.


                                       11
<PAGE>   13

ITEM 7.    FINANCIAL STATEMENTS.


                   Index to Consolidated Financial Statements


                     Years ended November 30, 2000 and 1999





                                      Index


<TABLE>
<S>                                                                                   <C>
Report of BDO Seidman LLP, Independent Certified Public Accountants....................13
Report of Ernst & Young, LLP, Independent Auditors.....................................14

Audited Financial Statements

Consolidated Balance Sheets............................................................15
Consolidated Statements of Operations..................................................16
Consolidated Statements of Shareholders' Deficit.......................................17
Consolidated Statements of Cash Flows..................................................18
Notes to Consolidated Financial Statements.............................................19
</TABLE>



                                       12
<PAGE>   14

                     REPORT OF INDEPENDENT CERTIFIED PUBLIC
                                   ACCOUNTANTS

To the Board of Directors of
   Wilshire Technologies, Inc.


We have audited the accompanying consolidated balance sheet of Wilshire
Technologies, Inc. as of November 30, 2000 and the related consolidated
statements of operations, shareholders' deficit and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wilshire
Technologies, Inc. as of November 30, 2000, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has a working capital deficiency
of $17,690,000 and shareholders' deficit of $13,938,000 as of November 30, 2000,
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. Management's plans in regard to these matters are described in Note 2.
Continuation of the Company is dependent on the Company's ability to negotiate
additional arrangements with its majority shareholder, raise additional capital
and to achieve profitability. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                           /s/ BDO SEIDMAN, LLP


Costa Mesa, California
  January 12, 2001 except
  as to note 5 paragraph 2 which
  is as of January 17, 2001


                                       13
<PAGE>   15

                Report of Ernst & Young LLP, Independent Auditors


The Board of Directors
Wilshire Technologies, Inc.

We have audited the accompanying balance sheet of Wilshire Technologies, Inc. as
of November 30, 1999, and the related statements of operations, shareholders'
deficit, and cash flows for the year then ended. The financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wilshire Technologies, Inc. at
November 30, 1999, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States.


                                            /s/ ERNST & YOUNG LLP



San Diego, California
January 11, 2000



                                       14
<PAGE>   16
                           WILSHIRE TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                         November 30,     November 30,
                                                             2000             1999
                                                        -------------     ------------
<S>                                                     <C>               <C>
ASSETS
Current assets:
    Cash                                                $    413,000      $    167,000
    Accounts receivable trade, less allowance
      for doubtful accounts of $2,000 at
      November 30, 2000 and $7,000 at November 30,
      1999, respectively                                       1,000           305,000
    Inventories                                                   --         1,222,000
    Other current assets                                     244,000           313,000
                                                        ------------      ------------
Total current assets                                         658,000         2,007,000

Property and equipment, net                                2,781,000         3,436,000
Goodwill, less accumulated amortization
    of $407,000 at November 30, 1999                              --           335,000
Patents and trademarks, net                                   26,000           125,000
Receivable due from sale of division                         945,000                --
                                                        ------------      ------------
                                                        $  4,410,000      $  5,903,000
                                                        ============      ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Accounts payable                                    $     73,000      $    260,000
    Accrued expenses                                         226,000           418,000
    Interest payable                                       3,301,000         1,758,000
    Line of credit - related party                        14,748,000        11,935,000
                                                        ------------      ------------
Total current liabilities                                 18,348,000        14,371,000
                                                        ------------      ------------

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           387,000
    Accumulated deficit                                  (40,345,000)      (34,767,000)
                                                        ------------      ------------
Total shareholders' deficit                              (13,938,000)       (8,468,000)
                                                        ------------      ------------
                                                        $  4,410,000      $  5,903,000
                                                        ============      ============
</TABLE>



                   See report of independent certified public
                       accountants and accompanying notes


                                       15
<PAGE>   17


                           WILSHIRE TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                     Years Ended November 30,
                                                   ---------------------------
                                                       2000          1999
                                                   -------------  ------------

<S>                                                <C>            <C>
Net sales                                          $  1,311,000  $  2,691,000
Cost of sales                                         3,010,000     3,551,000
                                                   ------------  ------------
Gross loss                                           (1,699,000)     (860,000)
                                                   ------------  ------------

Operating expenses:
    Marketing and selling                               545,000       674,000
    General and administrative                        1,600,000     1,755,000
    Research and development                             13,000       176,000
                                                   ------------  ------------
Total operating expenses                              2,158,000     2,605,000
                                                   ------------  ------------

Loss from operations                                 (3,857,000)   (3,465,000)

Other income (expense)                                  135,000        (4,000)
Loss on sale of assets                                 (314,000)           --
Interest expense, net                                (1,541,000)   (1,218,000)
                                                   ------------  ------------
Loss before provision
    for income taxes                                 (5,577,000)   (4,687,000)

Provision for income taxes                                1,000         1,000
                                                   ------------  ------------

Net loss                                           $ (5,578,000) $ (4,688,000)
                                                   ============   ===========


Weighted average shares outstanding                  12,953,000    12,949,000
                                                   ============  ============

Basic and diluted loss per share                   $      (0.43) $      (0.36)
                                                   ============  ============
</TABLE>


                   See report of independent certified public
                       accountants and accompanying notes


                                       16
<PAGE>   18
                          WILSHIRE TECHNOLOGIES, INC.
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                     YEARS ENDED NOVEMBER 30, 2000 AND 1999





<TABLE>
<CAPTION>

                                                            Compensation Effect of
                                                                Common stock
                                     Common stock            warrants and options
                               --------------------------   ----------------------   Accumulated
                                  Shares      Amount                Amount              deficit         Total
                               --------------------------   ----------------------   -----------    -------------
<S>                            <C>            <C>           <C>                     <C>             <C>
Balances - November 30, 1998     12,943,385   $25,907,000           $370,000        ($30,079,000)     ($3,802,000)

    Exercise of stock options        10,000         5,000                ---                 ---            5,000

    Issuance of warrants                ---           ---             17,000                 ---           17,000

    Net loss                            ---           ---                ---          (4,688,000)      (4,688,000)
                               --------------------------   ----------------        ------------    -------------
Balances - November 30, 1999     12,953,385    25,912,000            387,000         (34,767,000)      (8,468,000)

    Issuance of warrants                ---           ---            108,000                 ---          108,000

    Net loss                            ---           ---                ---          (5,578,000)      (5,578,000)

                               --------------------------   ----------------        ------------    -------------
Balances - November 30, 2000     12,953,385   $25,912,000           $495,000        ($40,345,000)    ($13,938,000)
                               ==========================   ================        ============    =============
</TABLE>




                   See report of independent certified public
                       accountants and accompanying notes


                                       17
<PAGE>   19

                           WILSHIRE TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                          Years Ended November 30,
                                                        ---------------------------
                                                             2000          1999
                                                        -------------  ------------
<S>                                                     <C>            <C>
OPERATING ACTIVITIES
Net loss                                                $ (5,578,000)  $ (4,688,000)
Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                       694,000       740,000
         Warrants and options issued to suppliers            106,000            --
         Warrants issued to majority shareholder               2,000        17,000
         Provision for loss on accounts receivable                --         2,000
         Provision for loss on inventory obsolescence        (33,000)           --
         Loss from sale of assets to Foamex                  314,000            --
         Net change in operating assets and liabilities,
          net of impact of sale of division
           Decrease in accounts receivable                   304,000         3,000
           Decrease in inventories                           466,000         6,000
           (Increase) decrease in other current assets       229,000       (67,000)
           (Decrease) in accounts payable and
            accrued expenses                                (520,000)     (150,000)
           Increase in interest payable                    1,543,000     1,180,000
                                                        ------------   -----------
Net cash used in operating activities                     (2,473,000)   (2,957,000)
                                                        ------------   -----------

INVESTING ACTIVITIES
Purchase of equipment                                        (94,000)     (543,000)
Decrease in note receivable                                       --       127,000
Increase (Decrease) in other assets                               --       (35,000)
                                                        ------------   -----------
Net cash used in investing activities                        (94,000)     (451,000)
                                                        ------------   -----------

FINANCING ACTIVITIES
Proceeds from line of credit                               2,813,000     3,528,000
Exercise of Stock Options                                         --         5,000
                                                        ------------   -----------
Net cash provided by financing activities                  2,813,000     3,533,000
                                                        ------------   -----------

NET INCREASE (DECREASE) IN CASH                              246,000       125,000
CASH - BEGINNING OF PERIOD                                   167,000        42,000
                                                        ------------   -----------
CASH - END OF PERIOD                                    $    413,000   $   167,000
                                                        ============   ===========
</TABLE>


                   See report of independent certified public
                       accountants and accompanying notes

                                       18
<PAGE>   20

NOTES TO 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 clean room 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 clean rooms, 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 3 to
Financial Statements). During the third quarter of fiscal 2000, sales of the
Company's polyurethane glove were ceased and the Company focused upon securing a
strategic partner for the new product development. Effective September 18, 2000,
the Company signed a Product Development, Purchase and License Agreement (the
"Agreement") with the Lycra(R) division of E. I. DuPont de Nemours and Company
("DuPont"). Under the Agreement, DuPont will develop and supply a new
proprietary polyurethane material and Wilshire will use the material to
manufacture and sell a disposable polyurethane glove for industrial cleanroom
applications. The Company, based in Carlsbad, California manufactures its
products at the Tijuana, Mexico facility of its wholly owned subsidiary,
Wilshire International de Mexico S.A. de C.V.

BASIS OF PRESENTATION

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

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of highly liquid investment instruments with
original maturities, when purchased, of three months or less. The Company, at
times, maintains cash balances at certain financial institutions in excess of
federally insured amounts.

INVENTORIES

Inventories are stated at the lower of first in, first out cost or market.

REVENUE RECOGNITION

Sales are recognized when the product is shipped and customer acceptance is
received pursuant to applicable customer contracts or purchase orders.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
about the future that affect the amounts reported in the financial statements
and disclosures made in the accompanying notes to the financial statements. The
actual results could materially differ from those estimates.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are being depreciated on a
straight-line basis over their estimated useful lives, which range from three to
ten years. Property and equipment under capital leases are amortized over the
life of the asset or the term of the lease, whichever is shorter.





                                       19
<PAGE>   21

INTANGIBLE ASSETS

The goodwill on the books of the Company was related to the Company's former
Contamination Control Division. Accordingly, all remaining goodwill was written
off the books of the Company in May 2000, in conjunction with the sale of the
Contamination Control Division to Foamex Asia Co., Ltd. For the fiscal year 2000
prior to the write-off of goodwill, amortization expense totaled $21,000 as
compared to amortization expense of $42,000 for the fiscal year 1999.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are reasonable estimates of their fair value because of the short
maturity of these items. The carrying amount of these instruments generally
approximate their fair values as of November 30, 2000. The fair value of the
notes issued under the related party credit agreement with Trilon Dominion,
cannot be calculated as, due to their nature, there are no market comparisons
available. See Note 5.

LONG-LIVED ASSETS

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

CONCENTRATION OF CREDIT RISK

Sales to a national distributor accounted for 43% and 42% of total sales during
2000 and 1999, respectively. Otherwise, the Company's customers are dispersed
across different industries and geographic locations. The Company reviews a
potential customer's credit history before extending credit. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information
and such estimates of losses have been within management expectations.
Management does not believe significant credit risks exist.

LOSS PER SHARE

Net loss per common share in fiscal 2000 and 1999 was computed using the
weighted average number of common shares outstanding during the period which
excludes all common equivalent shares (options and warrants to purchase common
stock totaling 10,151,051) since they are antidilutive.

STOCK-BASED COMPENSATION

As permitted by Statement of Financial Accounting Standards No. 123, the Company
has elected to follow Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations ("APB 25"), in accounting
for its employee stock options. Under APB 25, when the exercise
price of the Company's employee stock options is not less than the fair value of
the underlying stock on the date of grant, no compensation expense is
recognized.

The Company applies the provisions of SFAS 123 in accounting for its stock-based
compensation paid to non-employees. Accordingly, the fair value of common stock
options and warrants issued to non-employees is estimated at the grant date
using the Black-Scholes option pricing model, and that estimated value is
expensed as the services are provided.


                                       20
<PAGE>   22

COMPREHENSIVE INCOME (LOSS)

Effective December 1, 1998, the Company adopted SFAS 130, "Reporting
Comprehensive Income". SFAS 130 established new rules for the reporting and
display of comprehensive income (loss) and its components. The Company's
comprehensive loss is the same as its net loss for all periods presented.

SEGMENT INFORMATION

Effective December 1, 1998, the Company adopted SFAS 131,"Disclosures about
Segments of an Enterprise and Related Information". SFAS 131 establishes
standards for reporting information about operating segments in annual financial
statements and requires disclosure of selected information about operating
segments to stockholders. The statement also establishes standards for related
disclosures about products and services, geographic areas and customer
concentration. Under SFAS 131, operating segments are determined consistent with
the way that management organizes and evaluates financial information internally
for making operating decisions and assessing performance. The Company believes
it operates in one business and operating segment, which is to develop,
manufacture and market engineered polymer products for industrial clean room
use.

2. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has a working
capital deficiency of $17,690,000, a shareholders' deficit of $13,938,000 as of
November 30, 2000, 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
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Although management has been
successful in obtaining working capital from its majority shareholder to fund
operations to date, there can be no assurance that the Company will be able to
raise additional capital in the future.

The Company anticipates continuing negative cash flow from operating and
investing activities through fiscal 2001. The Company has projected its cash
flow needs to be approximately $2.3 Million for the year ending November 2001.
Trilon Dominion, the Company's largest shareholder with over 73% of the shares
outstanding, has acknowledged the Company's cash flow needs and has indicated
its commitment to provide financial support to the Company through November 30,
2001 to the extent of such budgeted cash flow requirements. However given that
no written commitment exists, the Company is exposed to the substantial risk
that it will not receive the funds from Trilon Dominion to fund present and
future working capital needs. In the event that such funds were not received it
is unlikely that the Company would 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.

                                       21

<PAGE>   23

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

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

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

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

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

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


3.  FINANCIAL STATEMENT INFORMATION

Inventories consist of the following:

<TABLE>
<CAPTION>
                                   November 30,      November 30,
                                       2000              1999
                                   ------------      -----------
<S>                                 <C>               <C>
Raw materials                       $ 113,000         $  479,000
Work in process                           ---            233,000
Finished goods                          5,000            660,000
Inventory reserve                    (118,000)          (150,000)
                                    ---------         ----------
                                    $     ---         $1,222,000
                                    =========         ==========
</TABLE>


                                       22
<PAGE>   24

Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                          NOVEMBER 30,
                                                -------------------------------
                                                    2000                1999
                                                -----------         -----------
<S>                                             <C>                 <C>
    Machinery and equipment                     $ 4,202,000         $ 4,552,000
    Furniture and office equipment                  469,000             324,000
    Leasehold improvements                          197,000             163,000
    Construction in progress                         13,000              28,000
                                                -----------         -----------
                                                  4,881,000           5,067,000
    Less accumulated depreciation and
     amortization                                (2,100,000)         (1,631,000)
                                                -----------         -----------
                                                $ 2,781,000         $ 3,436,000
                                                ===========         ===========
</TABLE>

4. SALE OF WILSHIRE CONTAMINATION CONTROL 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 or more.
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 conjunction with the sale of the Division, the Company recorded a loss of
$314,000 associated with the write-off of Goodwill on the books of the Company
related to Contamination Control products.

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

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

5.  LINE OF CREDIT

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

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



                                       23
<PAGE>   25

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% (13.0% at
November 30, 2000). All of the notes are due on demand.

6.  INCOME TAXES

At November 30, 2000, the Company had federal net operating loss carryforwards
of approximately $33,070,000, which will begin to expire in 2006 unless
previously utilized. In addition, the Company had California net operating loss
carryforwards of approximately $9,940,000, which began to expire in 2000. The
Company also has federal and California tax credit carryforwards of
approximately $82,000 and $29,000 respectively, which will begin to expire in
2009, unless previously utilized.

As a result of ownership changes that occurred in February 1993 from a private
placement of common stock and in January 1996 from the exchange of common stock
for the outstanding debt and accrued interest, the Company's federal net
operating loss carryforwards will be subject to an annual limitation regarding
utilization against taxable income in future periods. The Company estimates that
approximately $6,800,000 of its federal net operating loss carry forward will be
unavailable for future tax benefit. Accordingly, the federal tax net operating
loss carry forward has been reduced, including the related deferred tax asset.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes. Due to the uncertainty
surrounding future realization of favorable tax attributes, a valuation
allowance was recorded against deferred tax assets. Significant components of
the Company's deferred tax assets and liabilities for federal and state income
taxes are as follows:


<TABLE>
<CAPTION>
                                             YEARS ENDED NOVEMBER 30
                                               2000           1999
                                            ----------     -----------
<S>                                                        <C>
Deferred tax assets:
Installment Sale                                    --     $ 1,050,000
Warrants                                       110,000         112,000
Accrued liabilities                             31,000          54,000
Inventory reserves                              47,000          62,000
Other                                          212,000         201,000
Net operating loss carryforwards            12,123,000       9,251,000
                                          ------------     -----------
Total deferred assets                       12,523,000      10,730,000
Valuation allowance for deferred
 assets                                    (12,286,000)    (10,320,000)
                                          ------------   -------------
Net deferred tax assets                        237,000         410,000

Deferred tax liabilities:
Depreciation and amortization                 (237,000)       (410,000)
                                           -----------   -------------
Net deferred tax asset (liability)         $        --   $          --
                                           ===========   =============
</TABLE>


7.  COMMITMENTS AND CONTINGENCIES

BREAST IMPLANT LITIGATION

The Company and its predecessor Company, Wilshire Foam, have been named as
defendants in thousands of bodily injury lawsuits involving breast implants
pending in Alabama, Arizona, California, Colorado, Connecticut, District of
Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Louisiana,
Massachusetts, Michigan, Mississippi, Missouri, Nevada, New Jersey, New Mexico,
New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
Tennessee, Texas, Utah and Washington, and in a federal multi-district
litigation ("MDL") venued in Birmingham, Alabama. These suits seek compensatory
and punitive damages under a variety of legal theories. The allegations against
Wilshire Foam concern the use by some implant manufacturers of polyurethane
products purportedly supplied by Wilshire Foam which were apparently


                                       24
<PAGE>   26

incorporated into the implants and placed in the plaintiffs' bodies. Plaintiffs
allege that they have suffered adverse effects of having polyurethane in their
bodies, in addition to the alleged adverse effects of silicone and other
components of the implants.

The Company believes it has several layers of protection from exposure in these
cases. First, as described in greater detail below, the Company and Wilshire
Foam carried insurance. Second, also discussed below, recent developments in the
MDL and in related negotiations have resulted in the probable resolution of most
of the pending and possible future claims against the Company. Third, there are
a great number of co-defendants, some of which are large corporations with
significant resources, that may be required to contribute to any award or
indemnify the Company. Fourth, the Company has asserted a number of legal
defenses in the lawsuits as described below. Fifth, these claims relate to
products sold prior to the acquisition of Wilshire Foam, in which product
liabilities were expressly not assumed and the Company was indemnified by the
shareholders of Wilshire Foam. In many, if not most of the cases, the Company
believes it did not sell any product to the implant manufacturers in question
during the relevant time period. The Company has been dismissed by approximately
3,000 plaintiffs because it was shown that a Wilshire Foam product was not
involved in connection with a related resolution of the case. Furthermore, the
Company has been served with suit papers in only two new cases in the last
twenty-five months, and none in the last year.

Management believes the Company is adequately covered by insurance for these
suits under one or more commercial general liability ("CGL") and excess
liability insurance policies. Between 1974 and 1980, Fireman's Fund Insurance
Company provided the CGL coverage; from 1980 through 1987, affiliates of the
Chubb Group provided both CGL and excess coverage. The CGL policies for
1987-1992 were underwritten by Allstate Insurance Company affiliates; excess
coverage for those years has been provided by Fireman's Fund. While Wilshire
Foam's greatest number of relevant sales appear to have taken place during the
early to mid-1980's, there appears to be over $100 million in combined potential
insurance coverage for the Company and/or Wilshire Foam during and after that
time period. To date, all of the claims have been tendered to the insurance
carriers, who have accepted defense of the litigation, subject to customary
reservations of rights. No assurance can be given that any future lawsuits will
be accepted by carriers. The cost of defense of the suits is generally not
applied toward the policy limits. The Company and its insurers are exploring
additional excess coverage, which appears to have been in place during the
1970's until 1980.

Many of the lawsuits have been dormant for several years, and therefore all of
the facts and circumstances surrounding the various allegations have yet to be
determined. Consequently, it is difficult to predict the ultimate outcome and
extent of the Company's involvement. Nevertheless, the Company presently
believes that numerous legal defenses to potential liability exist, including,
but not limited to, the absence of causation, lack of identification, fault of
others, absence of defect, superseding cause, the component manufacturer
defense, statutes of limitations, the absence of successor liability, learned
intermediary, contribution and indemnity, and has in fact included these
defenses in its answers to the lawsuits. As with any litigation, there is a risk
of adverse judgments against the Company. The Company is actively cooperating
with its insurers and counsel in the defense of these lawsuits.

Previously, a number of defendants, including the Company, entered into a global
settlement agreement ("Global Settlement") in the MDL. Under the terms of the
Global Settlement, the Company would be required to contribute $8 million to the
global settlement fund, which the Company's insurers have agreed to pay. The
judge presiding over the MDL approved the Global Settlement and found it to be
fair; however, in September of 1995 that judge announced that the Global
Settlement is under funded, in part due to an unexpected number of registrants
and other reasons. The Company understands that efforts to resurrect or replace
the Global Settlement are ongoing but that the Global Settlement may not become
effective. The Company is expected to be a released party in the current draft
of the replacement for the Global Settlement without any additional funding
requirements from the Company or its insurers.

Separately, the Company has reached agreement with Medical Engineering
Corporation and Bristol-Myers Squibb ("MEC"), whereby, in essence, MEC has
agreed to indemnify the Company in all cases where a plaintiff, whose implant is
within MEC's chain of distribution, opts out of the Global Settlement. The MEC
indemnification also covers Wilshire for plaintiffs who opted into the Global
Settlement in the event that the Global Settlement does not become effective, so
that the Company remains protected in most cases even if the Global Settlement
cannot be resurrected. The Company's insurers have funded the initial amount the
Company agreed to pay to MEC in consideration of MEC's providing such
indemnification, and have agreed to pay the balance which would become due to
MEC if the Global Settlement does not become effective. These



                                       25
<PAGE>   27

funding payments reduced the limits of coverage under various CGL policies, but
none of these payments or funding commitments exhausted or are expected to
exhaust any of the policies' limits or reached any excess policy.

The Company believes that the indemnification by MEC, with or without the Global
Settlement, would eliminate the great majority of implant-related cases pending
against the Company. However, even if the Global Settlement is finally approved,
cases may remain pending against the Company involving plaintiffs who opt out of
the Global Settlement and whose implants are outside of the MEC chain of
distribution and hence not covered by the MEC indemnification. Accordingly there
is uncertainty as to the amount the Company will be expected to pay, if any,
once the insurance and indemnification sources have been exhausted. At this time
no accrual has been provided in the accompanying consolidated financial
statements with respect to this matter.

CONTINGENT LIABILITIES RELATED TO THE SALE OF THE GENERAL FOAM DIVISION

The Company remains contingently liable for certain deferred compensation due
through 2025 aggregating $1,238,000 in connection with the sale of the general
foam division to Advanced Materials effective on November 30, 1992.

LEASE COMMITMENTS

The following is a schedule of the future minimum rental payments, net of future
sublease rental income, required under operating leases which have remaining non
cancelable lease terms in excess of one year at November 30, 2000:


<TABLE>
<S>                                          <C>
2001                                         $195,000
2002                                          333,000
2003                                           30,000
2004                                              ---
                                             --------
       Total minimum payments                $558,000
                                             ========
</TABLE>

Rent expense was $350,000 and $359,000 for the years ended November 30, 2000 and
1999, respectively. During 2000 and 1999, the Company received $110,000 and
$48,000 of sublease rental income, respectively.

8.  SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

PREFERRED STOCK

On December 3, 1992, 2,000,000 shares of undesignated Preferred Stock were
authorized. The Board of Directors is authorized to provide for the issuance of
the undesignated Preferred Stock in one or more series, to establish from time
to time the number of shares to be included in each series, to fix or alter the
rights, preferences and privileges of the shares of each wholly unissued series
and any restrictions thereon, and to increase or decrease the number of shares
of any series.

COMMON STOCK WARRANTS

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.



                                       26
<PAGE>   28

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

On January 5, 1996, the Company and Trilon Dominion entered into a Credit
Agreement (the "Agreement") for a credit line of $1,000,000 secured by the
Company's assets. Under the terms of the Agreement, the principal was due on
June 30, 1996 and the interest was payable monthly at a rate of prime plus
3.75%. In connection with the loan, the Company issued Trilon Dominion a
five-year warrant that entitles Trilon Dominion to purchase 100,000 shares of
the Company's authorized but unissued common stock at an exercise price of $0.75
per share, subject to adjustment to protect against dilution. The warrant is
exercisable immediately and expires on January 5, 2001. Also, under the terms of
the Agreement, the Company issued Trilon Dominion a second five-year warrant,
which became exercisable when the Company and Trilon Dominion amended the
Agreement to extend the termination date of the Agreement to December 31, 1996.
The second warrant entitles Trilon Dominion to purchase 25,000 shares of the
Company's authorized but unissued common stock at an exercise price of $1.75 per
share, and it expires on January 5, 2001. Both warrants expired unexercised.

The Agreement was amended further on September 30, 1996, April 15, 1997, and
September 19, 1997. Each amendment increased the credit line by $1,000,000, up
to a total of $4,000,000 and extended the termination date to June 30, 1998.
Trilon Dominion received a warrant to purchase 100,000 shares at the market
price with each credit line increase, and a warrant to purchase 25,000 shares at
the market price with each termination date extension. Warrants for 225,000
shares were issued in each of fiscal years 1996 and 1997. The Company recorded
the estimated fair value of the warrants issued to Trilon Dominion in fiscal
year 1997 at $0.07 per underlying common share and recorded a corresponding
charge to interest expense of $16,000 in fiscal 1997.

On September 18, 1997, the Company completed a Development and Supply Agreement
for glove polymer with PTG Medical LLC, an affiliate of Polymer Technology
Group, Inc. Under that Agreement, the Company issued a five-year warrant for
100,000 shares of common stock at an exercise price of $1.09, which was $0.25
above the average market price for the five days prior to the date of the
Agreement.

On November 25, 1997 the Company completed a Lease Agreement for a manufacturing
facility in Tijuana, Mexico with Mr. Rafael Mizrachi. Under that Agreement, the
Company issued a five-year warrant for 50,000 shares of common stock at an
exercise price of $0.60, which was the market price on the date of the
Agreement.

The Company recorded the estimated fair value of the warrants issued to PTG
Medical LLC and Mr. Rafael Mizrachi in fiscal year 1997 at $0.07 per underlying
common share and recorded a corresponding charge to earnings of $10,000 in
fiscal 1997.

On December 31, 1997 and on June 30, 1998 warrants issued to Trilon Dominion,
each to purchase 25,000 shares, with a life of five and four and a quarter
years, respectively, became exercisable at the respective exercise prices of
$0.47 and $0.34 per share. The Company recorded the estimated fair value of
these warrants in fiscal year 1998 at $0.07 per underlying common share and
recorded a corresponding charge to interest expense of $3,500 in fiscal year
1998.



                                       27
<PAGE>   29

On March 31, 1998 the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included the principal of $4,000,000 from the previous Agreement and
Amendments, the principal of $750,000 from the three Demand Notes, the accrued
interest and management fees of $543,297 on the Agreement and 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 the interest was
payable quarterly at an annual rate of 11.5%. In connection with the Amended
Agreement, the Company paid Trilon $100,000 for debt issuance costs and issued
Trilon Dominion a five-year warrant that entitles Trilon Dominion to purchase
650,000 shares of the Company's authorized but unissued common stock at an
exercise price of $0.41 per share, subject to adjustment to protect against
dilution. The warrant is exercisable immediately and expires on March 31, 2003.
The Company recorded the estimated fair value of the warrant to purchase 650,000
shares as a debt issuance cost in the second quarter of fiscal year 1998 at
$0.07 per underlying common share. Also, under the terms of the Amended
Agreement, the Company issued Trilon Dominion a second five-year warrant which
became exercisable on December 31, 1998 when the Company and Trilon Dominion
agreed to extend the termination date of the Amended Agreement from December 31,
1998 to January 31, 2000. The second warrant entitles Trilon Dominion to
purchase 250,000 shares of the Company's authorized but unissued common stock at
an exercise price of $0.42 per underlying common share and expires on March 31,
2003. On December 31, 1999, the Company and Trilon Dominion agreed to extend the
due date of the principal and interest from January 31, 2000 to June 30, 2000.
On January 17, 2001, the due date was extended to January 31, 2002.

The warrants issued to Trilon Dominion contain an anti-dilutive provision which
requires an adjustment in exercise price and number of shares issuable on
exercise of the Trilon Dominion warrants following the issuance of stock,
options, warrants and/or stock rights at an exercise price which is less than
the exercise price of the Trilon Dominion warrants excluding issuance to
employees. Certain of the Trilon Dominion warrants had exercise prices greater
than the $0.50 exercise price for the DuPont stock option. Accordingly, the
number of shares issuable on exercise of the Trilon Dominion warrants has been
increased by 36,893 and the additional warrants have an average adjusted
exercise price of $0.972 per share. The fair value of the additional warrants
was calculated at $2,000, which was recorded as a charge to earnings in 2000.
The fair value for these additional warrants was estimated at the date of grant
using the Black Scholes method for option pricing with the following
assumptions: a risk free interest rate of 6.04%, a dividend yield of 0%, average
life of the warrants of 4.7 years and expected volatility between 50 to 60%.


A summary of warrant activity is as follows:
<TABLE>
<CAPTION>

                                                                     Weighted         Weighted Average
                                                 Number          Average Exercise      Remaining Life
                                               of Warrants       Price Per Warrant        in Years
                                               -----------       -----------------    ----------------
<S>                                            <C>               <C>                  <C>
 Outstanding at November 30, 1998                4,050,000            $1.15                1.92
        Granted...........................         250,000             0.42                3.08
        Canceled..........................              --               --                  --
                                                ----------
 Outstanding at November 30, 1999                4,300,000             1.11                1.99
        Granted...........................       1,900,551             1.36                1.98
        Canceled..........................              --               --                  --
                                                ----------
 Outstanding at November 30, 2000                6,200,551             1.19                1.99
                                                ==========
</TABLE>

STOCK OPTIONS

On April 27, 1992, the Company's Board of Directors approved a stock option plan
for 150,000 options ("the 1992 Plan") and on December 1, 1993, approved a second
stock option plan for 250,000 options ("the 1993 Plan"). On December 6, 1994,
the Board of Directors approved a third stock option plan ("the 1995 Plan") for
options on 500,000 shares, which was subsequently amended to increase the number
of shares that may be issued under such plan to 1,750,000 shares. As of November
30, 2000, the following options were outstanding under each respective Stock
Option Plan: none under the 1992 Plan, 144,000 under the 1993 Plan, and


                                       28
<PAGE>   30

1,726,500 under the 1995 Plan. In addition, there were 2,080,000 options
outstanding, which were not issued under any of the above-mentioned Plans.


Under the Plans, the Company may grant incentive stock options ("ISOs"), as
defined under the Internal Revenue Code or nonqualified stock options ("NQOs").
Options may be granted at not less than 100% of the fair market value on the
date of grant for ISOs. The option period cannot exceed 10 years from the date
an option is granted or five years in the case in which an option is granted to
a 10% shareholder of both classes of stock at the time the option is granted.
Generally, if an optionee's employment is terminated, all unvested options
granted to such employee under the Plans shall terminate and may no longer be
exercised.

On October 7, 1998 the Board of Directors approved six grants of stock options,
each with a life of ten years, for a total of 670,000 shares under the 1995 Plan
at the market price on the respective date of each grant. Two of these six
grants, on a total of 90,000 shares, were issued to outside consultants of the
Company and were recorded in fiscal year 1998 at their estimated fair value of
$19,000 with a corresponding charge to administrative expense.

Effective September 18, 2000, the Company signed a Product Development, Purchase
and License Agreement (the "Agreement") with the Lycra(R) division of E. I.
DuPont de Nemours and Company ("DuPont"). As partial consideration, the Company
granted a stock option to Dupont to purchase up to 2,000,000 shares of its
common stock at an exercise price of $.50 a share. The right to exercise the
option terminates on December 31, 2003. If the option is exercised at an amount
less than all the underlying shares, it expires as to the remaining shares. The
fair value of the option granted was $106,000, which was recorded as a charge to
earnings in 2000. The fair value for these options was estimated at the date of
grant using the Black Scholes method for option pricing with the following
assumptions: a risk free interest rate of 6.04%, a dividend yield of 0%, a life
of the option of 2.3 years and expected volatility between 50 to 60 percent.

During the year ended November 30, 1999, 427,500 options were granted to
employees and directors of the Company. The options vest between one and three
years and have exercise terms of between five and ten years. Exercise prices of
such options range between $0.30 and $0.75.

During the year ended November 30, 2000, 515,000 options were granted to
employees and directors of the Company. The options vest between one and three
years and have exercise terms of between five and ten years. Exercise prices of
such options range between $0.50 and $0.10.

A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                   Weighted
                                                                   Average
                                                 Number            Exercise
                                                of Shares      Price Per Share
                                               -----------     ---------------
<S>                                            <C>             <C>
Outstanding at November 30, 1998                 1,665,000          0.84
        Granted...........................         427,500          0.34
        Canceled..........................        (277,500)         0.61
                                                ----------
Outstanding at November 30, 1999                 1,815,000          0.76
        Granted...........................       2,515,000          0.44
        Canceled..........................        (379,500)         0.58
                                                ----------
Outstanding at November 30, 2000                 3,950,500          0.57
                                                ==========
</TABLE>

As of November 30, 2000, 129,500 shares are available for future grant under the
Stock Option Plans.



                                       29
<PAGE>   31

Following is a further breakdown of the options outstanding as of November 30,
2000:

<TABLE>
<CAPTION>
                                 Weighted                                      Weighted
                                 Average       Weighted                        Average
 Range of                       Remaining       Average                        Exercise
 Exercise        Options           Life        Exercise        Options         Price of
 Prices        Outstanding       in Years        Price       Exercisable       Options
----------     -----------      ---------      --------      -----------       --------
<S>            <C>              <C>            <C>           <C>               <C>
$   0.10          100,000          9.96          0.10                --         $0.10
    0.18           30,000          9.94          0.18                --          0.18
    0.19          325,000          5.32          0.19           191,666          0.19
    0.30          237,500          5.71          0.30           170,834          0.30
    0.34            8,000          2.58          0.34             8,000          0.34
    0.35           50,000          8.46          0.35            33,333          0.35
    0.38           25,000          9.79          0.38             8,333          0.38
    0.39           50,000          8.20          0.39            33,333          0.39
    0.48          120,000          7.63          0.48           116,667          0.48
    0.50        2,565,000          7.59          0.50         2,291,666          0.50
    0.63          242,500          4.74          0.63           242,500          0.63
    0.75           96,500          5.01          0.75            92,333          0.75
    0.84            6,000          1.58          0.84             6,000          0.84
    0.88           15,000          4.92          0.88            15,000          0.88
    6.00           80,000          1.41          6.00            80,000          6.00
----------      ---------         -----         -----         ---------         -----
$0.10-6.00      3,950,500          6.25         $0.57         3,289,665         $0.62
==========      =========         =====         =====         =========         =====
</TABLE>


Adjusted proforma information regarding net loss is required by SFAS 123 and has
been determined as if the Company had accounted for its employee stock options
under the fair value method of SFAS 123. The fair value for these options was
estimated at the date of grant using the Black Scholes method for option pricing
with the following assumptions for 2000: a risk free interest rate of 6.04%, a
dividend yield of 0%, a weighted-average expected life of the option of three
years and expected volatility of ranging from 50 to percent to 60 percent. The
assumptions for computing the 1999 adjusted pro-forma information were: a risk
free interest rate of 5.88%, a dividend yield of 0%, a weighted average expected
life of the option of three years and expected volatility of 60 percent.


For purposes of adjusted proforma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period. The Company's adjusted
proforma information is as follows:

<TABLE>
<CAPTION>
                                                        Years Ended November 30,
                                                       2000                1999
                                                   -------------       -------------
<S>                                                <C>                 <C>
Adjusted proforma net loss ...............         $  (5,664,851)      $  (4,763,820)
Adjusted proforma net loss per share .....         $       (0.44)      $       (0.37)
</TABLE>

The weighted average fair value of options granted during 2000 and 1999 was
$0.44 and $0.34, respectively.

At November 30, 2000, 10,151,051 shares were reserved for the issuance of
options and warrants.



                                       30
<PAGE>   32

9. RELATED PARTY TRANSACTIONS

On November 30, 2000, the Company had short-term debt outstanding to Trilon
Dominion of $14,748,000 plus accrued interest of $3,301,000 (see Note 5). In
addition, Trilon Dominion owned 9,416,430 shares, or 72.8%, of the Company's
common stock and warrants entitling it to purchase an additional 1,436,893
shares (subject to adjustments for dilution). Mr. Ronald Cantwell, who is
President of Trilon Dominion, has been a director and Chairman of the Board of
the Company since December 6, 1996.

10. EMPLOYEE 401(k) PLAN

The Company has a 401(k) plan known as the Wilshire Technologies Retirement
Savings Plan ("The Plan"). The Plan is available to all regular employees on the
Company's U.S. payroll and provides employees with tax deferred salary
deductions and alternate investment options. Employees may contribute up to 15%
of their salary, subject to certain limitations.

11. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS

Cash paid for interest during 2000 and 1999 totaled $ 1,000 and $ 4,000
respectively. As further discussed in Note 4, the Company sold the net assets of
the Wilshire Contamination Control Division in exchange for a receivable of
$945,000.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

As previously reported in the Company's Proxy Statement, dated March 14, 2000
and mailed on March 15, 2000 to all shareholders of record on March 3,2000, the
independent accounting firm of Ernst & Young LLP had declined to bid for the
Company's audit of its fiscal year ending November 30, 2000. Furthermore, the
Company informed its shareholders in such Proxy Statement that, at that date, no
accounting firm had been selected to replace Ernst & Young LLP as the Company's
independent auditors.

On May 1, 2000, the Board of Directors approved the selection of BDO Seidman,
LLP, as the Company's new auditors, pending the completion of the client
approval process and acceptance of Wilshire Technologies Inc. as a client by BDO
Seidman, LLP.

On June 23, 2000, BDO Seidman, LLP notified the Company of the acceptance of
Wilshire Technologies, Inc. as a client. During the last two fiscal years and
subsequent interim period of the Company, the Company did not contact BDO
Seidman, LLP regarding 1) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be rendered on
the Company's financial statements, or (ii) any matter that was the subject of a
disagreement (as defined in item 304(a) (1) (iv) of the Securities and Exchange
Commission regulation S-K) or was a reportable event (as defined in Item
304(a)(1)(v) of the Securities and Exchange Commission Regulation S-K).

The reports on the Company's financial statements for the past two fiscal years
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended November 30, 1998 and November 30, 1999,
respectively, and in the subsequent interim period, there were no disagreements
with Ernst & Young LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Ernst & Young LLP would have caused Ernst &
Young LLP to make reference to the matter in their report.



                                       31
<PAGE>   33

PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement to be filed on or before March 28, 2001

ITEM 10. EXECUTIVE COMPENSATION.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement to be filed on or before March 28, 2001

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement to be filed on or before March 28, 2001

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement to be filed on or before March 28, 2001

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
        (a) EXHIBITS:

        <S>     <C>
        10.1    Settlement Agreement dated November 23, 1993 between the Company
                and Wilshire Advanced Materials, Inc. ("Advanced Materials").
                (1)

        10.2    Asset Purchase Agreement dated November 23, 1993, between the
                Company and Advanced Materials (forms of bill of sale and
                assignment, secured promissory note, amended and restated
                secured subordinated promissory note, and amendment to security
                agreement attached thereto). (1)

        10.3    Maturity Date Extension to Secured Promissory Note dated January
                24, 1994 between the Company and Advanced Materials. (1)

        10.4    Amendment to Manufacturers Sales Representative Agreement dated
                January 27, 1994 between the Company and Professional Health
                Sales, Inc. (1)

        10.5    Mutual Release to terminate Joint Venture Agreement dated August
                2, 1993 between the Company and Tillotson Healthcare
                Corporation. (1)

        10.6    Release by the Company to terminate License and Sales Agreement
                dated August 1, 1993 between the Company and Tyndale
                Plains-Hunter, Ltd. ("TPH"). (1)

        10.7    Release by the Company to terminate Evaluation Agreement dated
                August 19, 1993 between the Company and TPH. (1)

        10.8    Release by the TPH to terminate License and Sales Agreement
                dated August 23, 1993 between the Company and TPH. (1)

        10.9    Release by the TPH to terminate Evaluation Agreement dated
                August 23, 1993 between the Company and TPH. (1)

        10.10   Product Development and License Agreement dated May 25, 1993
                between the Company and Innovative Technologies Limited ("IT").
                (1)

        10.11   Product Development and License Agreement for Gloves dated June
                20, 1993 between the Company and IT. (1)
</TABLE>



                                       32
<PAGE>   34

<TABLE>
        <S>     <C>
        10.12   Amendment to Joint Venture Agreement dated January 5, 1994
                between the Company and Intelligent Pharmaceuticals Corporation.
                (1)

        10.13   Lease Agreement dated January 14, 1993 among the Company,
                Ridgecrest Properties, R and B Properties and Hindry West
                Development. (1)

        10.14   Lease Amendment dated June 30, 1993 among the Company,
                Ridgecrest Properties, R and B Properties and Hindry West
                Development. (1)

        10.15   International Distribution Agreement dated July 16, 1993 between
                WTP and B&R Consulting Limited, Inc. (1)

        10.16   International Distribution Agreement dated August 11, 1993
                between WTP and Dagal, Inc. (1)

        10.17   International Distribution Agreement dated January 3, 1994
                between WTP and Windsor Group, Ltd. (1)

        10.18   First Amendment to Credit and Security Agreement dated January
                11, 1994 between the Company and City National Bank ("CNB"). (1)

        10.19   Revolving Credit Note dated January 11, 1994 between the Company
                and CNB. (1)

        10.20   Equipment Acquisition Note dated January 11, 1994 between the
                Company and CNB. (1)

        10.21   Credit Agreement dated May 13, 1994 between the Company and
                Dominion. (2)

        10.22   Warrant to Purchase Common Stock of Company dated May 13, 1994.
                (3)

        10.23   Security Agreement dated May 13, 1994 between the Registrant and
                Dominion. (4)

        10.24   Promissory Note in the principal amount of $5,000,000 dated May
                13, 1994 made by the Registrant to the order of Dominion. (5)

        10.25   Fairness Opinion dated November 24, 1993 regarding the sale by
                the Company of certain assets related to WMP's OEM private-label
                business to Advanced Materials prepared for the Company by
                Laidlaw Holdings, Inc. (6)

        10.26   Settlement Agreement and Release dated November 1, 1994 between
                Coating Sciences, Inc. and the Registrant. (7)

        10.27   Settlement Agreement dated May 12, 1994 between Time Release
                Sciences, Inc. and the Registrant. (7)

        10.28   Amendment thereto dated September 17, 1994. (7)

        10.29   Agreement dated as of January 16, 1995 among Medical Engineering
                Corporation, Wilshire Advanced Materials, Inc. and the
                Registrant, concerning breast implant claims. (7)

        10.30   Stipulation of Partial Settlement dated as of October 26, 1994
                in re Wilshire Technologies Securities Litigation Master File
                94-0400-B (AJB), United States District Court for the Southern
                District of California among the Registrant and the
                Representative Plaintiffs named therein, exclusive of the
                exhibits thereto. (7)

        10.31   Articles of Incorporation. (8)

        10.32   Credit Agreement dated November 18, 1994 between the Registrant
                and Dominion Capital, Inc., including form of Warrant and form
                of Note. (9)
</TABLE>



                                       33
<PAGE>   35

<TABLE>
        <S>     <C>
        10.33   First Amendment, dated December 30, 1994 to such Credit
                Agreement, including form of Promissory Note. (10)

        10.34   Second Amendment, dated February 14, 1995, to such Credit
                Agreement, including form of Promissory Note. (11)

        10.35   1995 Stock Option Plan. (12)

        10.36   Form of Non-Qualified Stock Option Agreement. (13)

        10.37   Third Amendment, dated May 23, 1995, to the Credit Agreement
                dated November 18, 1994 between the Registrant and Dominion
                Capital, Inc. (14)

        10.38   Agreement between the Registrant and Dominion Capital, Inc.
                dated June 29, 1995, on payment of interest. (15)

        10.39   Second Amendment dated May 17, 1995, to the Settlement Agreement
                dated May 12, 1994 between Time Release Sciences, Inc. and the
                Registrant. (16)

        10.40   Letter Agreement dated June 29, 1995 between Dominion Capital,
                Inc. ("Dominion") and the Registrant notifying Registrant of
                Dominion's intent to transfer certain securities to Venture
                Capital Equities, LLC (the "LLC"). (17)

        10.41   Agreement dated June 30, 1995 among Dominion, the LLC and the
                Registrant referred to in the preceding Letter Agreement with
                the following Exhibits: (a) Lender Assignment and Assumption
                Agreement dated June 30, 1995. (b) Grid Promissory Note dated
                May 23, 1995. (c) Assignment of Warrant by Dominion to the LLC.
                (18)

        10.42   Amendment dated June 30, 1995 to Warrant Agreement dated May 13,
                1994 between Wilshire and Dominion. (19)

        10.43   Advice by Dominion and the LLC to the Registrant of the transfer
                of the securities by Dominion to the LLC and of the proposed
                name change of the LLC to Trilon Dominion Partners, LLC. (20)

        10.44   Bylaw Amendment, effective July 31, 1995, fixing exact number of
                directors at five. (21)

        10.45   Registrant's Bylaws as in effect on October 9, 1995. (22)

        10.46   Letter dated May 12, 1995 by Ministry of Health of the Republic
                of Mexico granting Sanitary Registration No. 245M95 SSA for the
                appetite suppressant ("TrimPatch(TM)"). (23)

        10.47   English translation of Exhibit 10.7. (24)

        10.48   Employment Agreement dated August 31, 1995 and effective April
                17, 1995 between the Registrant and Mr. Stephen P. Scibelli, Jr.
                (25)

        10.49   Amendment to Asset Purchase Agreement, dated May 19, 1995
                between the Registrant and Wilshire Advanced Materials, Inc.
                (26)

        10.50   Form of stock option granted on September 16, 1994 to directors
                Black, Davis, Landry and Widder. (27)

        10.51   Form of stock option granted on December 6, 1994 to director
                William J. Hopke. (28)

        10.52   Form of stock option granted on April 17, 1995 to directors
                Black, Davis, Hopke, Landry and Widder. (29)
</TABLE>



                                       34
<PAGE>   36

<TABLE>
        <S>     <C>
        10.53   Form of stock option granted on September 16, 1994 to Mr.
                Stephen P. Scibelli, Jr. (30)

        10.54   Form of stock option granted on April 17, 1995 to Mr. Stephen P.
                Scibelli, Jr. (31)

        10.55   Technology and Peripheral Technology Rights Agreement dated June
                30, 1995, among the Registrant, James A. Eisenstock, and Mikki
                Rossin, relating to Bloodstopper products. (32)

        10.56   Fourth Amendment, dated September 1, 1995, to the Credit
                Agreement dated November 18, 1994 between the Registrant and
                Trilon Dominion Partners, LLC. (33)

        10.57   Industrial Sublease Agreement dated August 31, 1995 between the
                Registrant and Advanced Materials, Inc. (34)

        10.58   Fifth Amendment dated as of November 1, 1995 to the Credit
                Agreement dated November 18, 1994 (the "Credit Agreement")
                between the Registrant and Trilon Dominion Partners LLC
                ("Trilon"). (35)

        10.59   Sixth Amendment dated as of December 5, 1995 to the
                above-mentioned Credit Agreement. (36)

        10.60   Exchange Agreement dated as of January 5, 1996 between the
                Registrant and Trilon. (37)

        10.61   Credit Agreement (the "Trilon Agreement") dated January 5, 1996
                between the Registrant and Trilon, exclusive of certain
                schedules. (38)

        10.62   Grid Promissory Note for not to exceed $1,000,000 to evidence
                borrowings under the Trilon Agreement. (39)

        10.63   Amendment No. 1 dated January 5, 1996 to Security Agreement
                dated May 13, 1995 which secures borrowings under the Trilon
                Agreement. (40)

        10.64   Warrant dated January 5, 1996 to purchase 100,000 shares of the
                Registrant's Common Stock, issued to Trilon pursuant to the
                Trilon Agreement. (41)

        10.65   Springing Warrant dated January 5, 1996 to purchase 25,000
                shares of the Registrant's Common Stock, issued to Trilon
                pursuant to the Trilon Agreement. (42)

        10.66   Consulting Agreement dated January 5, 1996 between the
                Registrant and Trilon. (43)

        10.67   Form of Stock Option granted on December 12, 1995 to Mr. James
                W. Klingler. (44)

        10.68   Agreement of Purchase and Sale of Joint Venture Interest and
                Terminating Joint Venture, between the Company and Intelligent
                Pharmaceuticals Corporation, dated November 1, 1995. (45)

        10.69   Employment Agreement, dated October 3, 1994 between the Company
                and James W. Klingler. (45)

        10.70   Employment Agreement, dated August 15, 1995 between the Company
                and David R. Byck. (45)

        10.71   Bylaw Amendment adopted February 19, 1996. (45)

        10.72   Bylaws as in effect on February 20, 1996. (45)

        10.73   Principal/Agent Agreement dated March 13, 1996 between
                Intelligent Pharmaceuticals Corporation and the Registrant. (46)
</TABLE>



                                       35
<PAGE>   37

<TABLE>
        <S>     <C>
        10.74   Manufacturing and Supply Agreement dated April 11, 1996, between
                Advanced Barrier Technologies, Inc., and the Registrant. (47)

        10.75   Agreement dated April 15, 1996, between Dagal, Inc., and the
                Registrant. (47)

        10.76   Agreement related to Wound Care Products, dated April 18, 1996,
                between Innovative Technologies Ltd. and the Registrant. (47)

        10.77   Agreement related to Gloves, dated April 18, 1996, between
                Innovative Technologies Ltd. and the Registrant. (47)

        10.78   Finder Agreement dated May 1, 1996, between Innovative Research
                Associates, inc., and the Registrant. (47)

        10.79   Product Rights Transfer Agreement, dated May 24, 1996, between
                Advanced Materials, inc., and the Registrant. (47)

        10.80   Release Agreement dated July 3, 1996, between Advanced
                Materials, Inc., and the Registrant. (47)

        10.81   Purchase of Assets and Assumption of Sublease Agreement with
                certain Exhibits dated June 30, 1996, between Acacia
                Laboratories, inc., (dba Horizon Medical, Inc.,) and the
                Registrant. (47)

        10.82   Amendment dated June 30, 1996, to Credit Agreement and Grid
                Promissory Note dated January 5, 1996, between Trilon Dominion
                Partners, LLC, and the Registrant. (47)

        10.83   Addendum Agreement dated July 26, 1996 to the Manufacturing and
                Supply Agreement dated April 11, 1996 between Advanced Barrier
                Technologies, Inc. and the Registrant. (48)

        10.84   Bailment Agreement dated September 6, 1996 between Coastline de
                Mexico S.A. de C.V., Advanced Barrier Technologies, Inc. and the
                Registrant. (48)

        10.85   Offer of Settlement of Wilshire Technologies, Inc. dated August
                5, 1996 to the U.S. Securities and Exchange Commission. (48)

        10.86   Order Instituting Proceedings Pursuant to Section 21C of the
                Securities Exchange Act of 1934, Making Findings and Imposing a
                Cease and desist Order, dated September 24, 1996 entered by the
                U.S. Securities and Exchange Commission against the Registrant.
                (48)

        10.87   Agreement of Purchase and Sale of TrimPatch(TM) Business and
                Assets dated September 30, 1996 between Intelligent
                Pharmaceuticals Corporation and the Registrant. (48)

        10.88   Restated Articles of Incorporation filed in the office of the
                Secretary of State of California on May 24, 1996. (49)

        10.89   Certificate of Amendment of Articles of Incorporation filed in
                the office of the Secretary of State of California on June 10,
                1996. (50)

        10.90   Second Amendment dated September 30, 1996 to Credit Agreement
                and Grid Promissory Note dated January 5, 1996, between Trilon
                Dominion Partners, LLC, and the Registrant. (51)

        10.91   Second Addendum, dated February 3, 1997, to the Manufacturing
                and Supply Agreement dated April 11, 1996 between Advanced
                Barrier Technologies, Inc. and the Registrant. (52)

        10.92   Bailment Agreement, dated February 3, 1997, between Advanced
                Barrier Technologies de Mexico S.A. de C.V., Advanced Barrier
                Technologies, Inc. and the Registrant. (52)
</TABLE>



                                       36
<PAGE>   38

<TABLE>
        <S>     <C>
        10.93   Certificate, dated February 28, 1997, regarding the dissolution
                of Wilshire Transdermal Products, Ltd. (52)

        10.94   Distributor Agreement, dated March 5, 1997, between Armstrong
                Industrial Corporation and the Registrant. (53)

        10.95   Third Amendment, dated April 15, 1997, to Credit Agreement and
                to Grid Promissory Note dated January 5, 1996 between Trilon
                Dominion Partners LLC, and the Registrant. (53)

        10.96   Agreement related to Gloves, dated April 29, 1997, between
                Innovative Technologies Ltd. and the Registrant. (53)

        10.97   Equipment Supply Agreement, dated July 28, 1997, between ACC
                Automation Company and the Registrant. (54)

        10.98   Settlement Agreement, Mutual Release, and Injunction, dated July
                31, 1997, between Powell Products, Inc. and the Registrant. (54)

        10.99   Equipment Supply Agreement, dated September 16, 1997, between
                the Vara International Division of Calgon Carbon Corporation and
                the Registrant. (54)

        10.100  Development and Supply Agreement, dated September 18, 1997,
                between PTG Medical LLC and the Registrant. (54)

        10.101  Fourth Amendment, dated September 19, 1997, to Credit Agreement
                and to Grid Promissory Note dated January 5, 1996 between Trilon
                Dominion Partners LLC, and the Registrant. (54)

        10.102  Lease Agreement dated August 30, 1997 between the Registrant and
                Messrs. Frank Naliboff and Nathan Morton. (55)

        10.103  Lease Agreement dated November 25, 1997 among the Registrant,
                Wilshire International de Mexico S.A. de C.V., and Mr. Rafael
                Mizrachi. (55)

        10.104  Warrant Agreement, dated November 24, 1997, between the
                Registrant and American Stock Transfer and Trust Company. (55)

        10.105  Employment Agreement, dated January 1, 1998 between the
                Registrant and Mr. John Van Egmond. (55)

        10.106  Demand Note, dated January 7, 1998, between the Registrant and
                Trilon Dominion Partners, L.L.C. (55)

        10.107  Demand Note dated February 17, 1998, between the Registrant and
                Trilon Dominion Partners, L.L.C. (55)

        10.108  Articles of Incorporation and by-laws granted May 9, 1997 and
                recorded May 22, 1997 of Wilshire International de Mexico, S.A.
                de C.V. (55)

        10.109  Management Services Agreement dated October 8, 1997 among
                Wilshire International de Mexico S.A. de C.V., Tecnicas
                Mexicanas de Ensamble, S.A. de C.V., and Made in Mexico, Inc.
                (55)

        10.110  Assembly (Maquila) Agreement and Commodatum Agreement dated
                February 3, 1998, between the Registrant and Wilshire
                International de Mexico S.A. de C.V. (55)

        10.111  Demand Note dated March 10, 1998 between the Registrant and
                Trilon Dominion Partners, L.L. C. (56)
</TABLE>



                                       37
<PAGE>   39

<TABLE>
        <S>     <C>
        10.112  Amended and Restated Credit Agreement and Revolving Line of
                Credit (the "Amended Agreement") dated March 31, 1998 between
                the Registrant and Trilon Dominion Partners, L.L.C., exclusive
                of certain schedules. (56)

        10.113  Warrant dated March 31, 1998 to purchase 650,000 shares of the
                Registrant's Common Stock, issued to Trilon Dominion Partners,
                L.L.C. pursuant to the Amended Agreement. (56)

        10.114  Springing Warrant dated March 31, 1998 to purchase 250,000
                shares of the Registrant's Common Stock, issued to Trilon
                Dominion Partners, L.L.C. pursuant to the Amended Agreement.
                (56)

        10.115  Grid Promissory Note dated March 31, 1998 between the Registrant
                and Trilon Dominion Partners L.L.C. issued under the Amended
                Agreement. (56)

        10.116  Employment Agreement dated May 18, 1998 between the Registrant
                and Mr. Paul Fennell. (57)

        10.117  Sales Representative Agreement dated June 1, 1998 between the
                Registrant and Exxustech, Inc. (57)

        10.118  Exclusive Product Supply Agreement dated July 28, 1998 between
                the Registrant and Time Release Sciences, Inc. (57)

        10.119  Independent Consultant Agreement dated August 5, 1998 between
                the Registrant and Percura, Inc. (57)

        10.120  Employment Agreement dated August 17, 1998 between the
                Registrant and Mr. Kevin Mulvihill. (57)

        10.121  Demand Note dated August 5, 1998 between the Registrant and
                Trilon Dominion Partners, L.L.C. (57)

        10.122  Demand Note dated September 1, 1998 between the Registrant and
                Trilon Dominion Partners, L.L.C. (57)

        10.123  Demand Note dated October 1, 1998 between the Registrant and
                Trilon Dominion Partners, L.L.C. (57)

        10.124  Distributor Agreement dated October 15, 1998 between the
                Registrant and Foamex Asia Company, Ltd. (58)

        10.125  Demand Note dated November 2, 1998 between the Registrant and
                Trilon Dominion Partners, L.L.C. (58)

        10.126  Demand Note dated December 1, 1998 between the Registrant and
                Trilon Dominion Partners, L.L.C. (58)

        10.127  Demand Note dated January 4, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (58)

        10.128  Demand Note dated February 1, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (58)

        10.129  Amendment dated December 31, 1998, to the Amended Agreement
                dated March 31, 1998 between the Registrant and Trilon Dominion
                Partners, L.L.C. (58)

        10.130  Sublease Agreement dated December 9, 1998 between the Registrant
                and Software of the Month Club, Inc. (58)
</TABLE>



                                       38
<PAGE>   40

<TABLE>
        <S>     <C>
        10.131  Sublease Agreement dated December 14, 1998 between the
                Registrant and Intecon Systems, Inc. (58)

        10.132  Distributor Agreement, dated January 1, 1999, between the
                Registrant and VWR Scientific Products Corporation. (58)

        10.133  Demand Note dated February 23, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (59)

        10.134  Employment Agreement dated February 8, 1999 between the
                Registrant and Ms. Kathleen Terry. (59)

        10.135  Demand Note dated April 1, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (59)

        10.136  Form of stock option granted on May 18,1998 to Mr. Paul
                Fennell.(59)

        10.137  Form of stock option granted on August 17,1998 to Mr. Kevin
                Mulvihill. (59).

        10.138  Form of stock option granted on February 8, 1999 to Ms. Kathleen
                Terry. (59)

        10.139  Demand Note dated April 23, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (60)

        10.140  Demand Note dated May 6, 1999 between the Registrant and Trilon
                Dominion Partners, L.L.C. (60)

        10.141  Demand Note dated June 7, 1999 between the Registrant and Trilon
                Dominion Partners, L.L.C. (60)

        10.142  Demand Note dated July 5, 1999 between the Registrant and Trilon
                Dominion Partners, L.L.C. (60)

        10.143  Form of stock option granted on April 15, 1999 to Mr. Paul
                Fennell. (60)

        10.144  Form of stock option granted on April 15, 1999 to Mr. Dan
                Jennings. (60)

        10.145  Form of stock option granted on April 15, 1999 to Mr. Shawn
                Roberts. (60)

        10.146  Form of stock option granted on May 12, 1999 to Mr. Lee Jared.
                (60)

        10.147  Form of stock option granted on May 12, 1999 to Mr. Ben Zarza.
                (60)

        10.148  Form of stock option granted on April 15, 1999 to Ms. Grace
                Reasoner. (60)

        10.149  Demand Note dated August 9, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (61)

        10.150  Demand Note dated September 2, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (61)

        10.151  Demand Note dated October 1, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (61)

        10.152  Form of stock option granted on August 13, 1999 to Mr. Paul
                Fennell. (61)

        10.153  Form of stock option granted on August 13, 1999 to Ms. Kathleen
                Terry. (61)
</TABLE>



                                       39
<PAGE>   41

<TABLE>
        <S>     <C>
        10.154  Form of stock option granted on August 13, 1999 to Mr. Charles
                Black. (61)

        10.155  Form of stock option granted on August 13, 1999 to Mr. Joe
                Davis. (61)

        10.156  Form of stock option granted on August 13, 1999 to Mr. Ralph
                Whitworth. (61)

        10.157  Form of stock option granted on August 13, 1999 to Mr. John Van
                Egmond. (61)

        10.158  Demand Note dated November 2, 1999 between the Registrant and
                Trilon Dominion Partners, L.L.C. (62)

        10.159  Demand Note dated December 3, 1999 between the Registrant and
                Trilon Dominion. Partners, L.L.C. (62)

        10.160  Amendment dated December 31, 1999, to the Amended Agreement
                dated March 31, 1998 between the Registrant and Trilon Dominion
                Partners, L.L.C. (62)

        10.161  Demand Note dated February 1, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C. (62)

        10.162  Letter of Intent to purchase Assets of Wilshire Contamination
                Control Division by Foamex Asia. Co. Ltd. (62)

        10.163  Demand Note dated March 2, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C. (63)

        10.164  Demand Note dated April 5, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C. (63)

        10.165  Demand Note dated May 10, 2000 between the Registrant and Trilon
                Dominion Partners, L.L.C. (66)

        10.166  Demand Note dated June 1, 2000 between the Registrant and Trilon
                Dominion Partners, L.L.C. (66)

        10.167  Letter of Agreement by Company's Independent auditors, Ernst and
                Young LLP for termination of services. (65)

        10.168  Unaudited Pro forma Consolidated Financial Statements for sale
                of certain assets and selected liabilities of the Company's
                Wilshire Contamination Control Division to Foamex Asia Co.Ltd.
                (66)

        10.169  Amendment to Amended and Restated Credit Agreement (66)

        10.170  Letter of Intent between Wilshire Technologies Inc. and the
                Lycra Division of DuPont.(66)

        10.171  Form of stock option granted on May 1, 2000 to Ms. Kathleen
                Terry. (66)

        10.172  Form of stock option granted on May 1, 2000 to Mr. Chuck
                Black.(66)

        10.173  Form of stock option granted on May 1, 2000 to Mr. Ron
                Cantwell.(66)

        10.174  Form of stock option granted on May 1, 2000 to Mr. Joe
                Davis.(66)

        10.175  Form of stock option granted on May 1, 2000 to Mr. David
                Heavenridge.(66)

        10.176  Form of stock option granted on May 1, 2000 to Mr. John Van
                Egmond.(66)
</TABLE>



                                       40
<PAGE>   42

<TABLE>
        <S>     <C>
        10.177  Asset Purchase Agreement relating to the sale of assets and
                selected liabilities of the Company's Contamination Control
                Division to Foamex Asia Co. Ltd.(66)

        10.178  Demand Note dated July 5, 2000 between the Registrant and Trilon
                Dominion Partners, L.L.C. (67)

        10.179  Demand Note dated August 7, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C.(67)

        10.180  Demand Note dated September 6, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C.(67)

        10.181  Product Development, Purchase & License Agreement dated
                September 18, 2000 between E. I. DuPont de Nemours and Wilshire
                Technologies Inc. (67)

        10.182  Stock Option Agreement dated September 18, 2000 between E. I.
                DuPont de Nemours and Wilshire Technologies Inc.(67)

        10.183  Trademark License Agreement dated September 18, 2000 between E.
                I. DuPont de Nemours and Wilshire Technologies Inc. (67)

        10.184  Demand Note dated October 5, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C.

        10.185  Demand Note dated November 6, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C.

        10.186  Employment Agreement dated November 13, 2000 between the
                Registrant and Mr. Derek Warneke

        10.187  Form of stock option granted on November 13, 2000 to Mr. Derek
                Warneke

        10.188  Demand Note dated December 5, 2000 between the Registrant and
                Trilon Dominion Partners, L.L.C.

        10.189  Amendment to employees and Facilities Agreement dated December
                31, 2000 between Foamex Asia co., LTD and Wilshire Technologies
                Inc.

        10.190  Amendment dated January 17, 2001 to the Amended Agreement dated
                March 31, 1998 between the Registrant and Trilon Dominion
                Partners, L.L.C.
</TABLE>



                                       41
<PAGE>   43

(b) REPORTS ON FORM 8-K:

        On June 28,2000, the Registrant filed a report on Form 8-K dated June
        23, 2000 which described in Item 4 the change in the Registrant's
        Certifying Accountant, with the replacement of Ernst and Young LLP the
        Company's independent accounting firm with BDO Seidman, LLP.

        On July 14, 2000, the Registrant filed a report on Form 8-K dated May
        19,2000 which described in Item 2 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 (FMXI:NASDAQ).


21      Subsidiaries of the Registrant. (55)


        99      Risks and Uncertainties in Forward-Looking Statements. (51)


----------


        NOTE: Certain of the Exhibits listed above are incorporated herein by
              reference to other documents previously filed with the Commission
              as follows:



<TABLE>
<CAPTION>
                                                                           Exhibit
                                    Document to which                    Designation
      Note                           Cross Reference                       in such
    Reference                            is Made                           Document
    ---------                       -----------------                    -----------
    <S>                             <C>                                  <C>
        1                           Incorporated to the identically
                                    numbered Exhibit to Form 10-KSB
                                    for fiscal 1993

        2                           Form 8-K dated May 23, 1994
                                    (the "1994 8-K")                          1

        3                           1994 8-K                                  4

        4                           1994 8-K                                  2

        5                           1994 8-K                                  3

        6                           Form 10-KSB for
                                    fiscal 1993                               28

        7                           Incorporated to the
                                    identically numbered
                                    Exhibit in Form 10-KSB
                                    for fiscal 1994
                                    (the "1994 KSB")

        8                           1994 KSB                                  3(i)

        9                           1994 KSB                                  4(a)
</TABLE>



                                       42
<PAGE>   44

<TABLE>
<CAPTION>
                                                                           Exhibit
                                    Document to which                    Designation
      Note                           Cross Reference                       in such
    Reference                            is Made                           Document
    ---------                       -----------------                    -----------
    <S>                             <C>                                  <C>
        10                          1994 KSB                                  4(b)

        11                          1994 KSB                                  4(c)

        12                          1994 KSB                                  4(d)

        13                          1994 KSB                                  4(e)

        14                          Form 10-QSB dated
                                    July 12, 1995
                                    (the "July 1995 QSB")                     10.1

        15                          July 1995 QSB                             10.2

        16                          July 1995 QSB                             10.3

        17                          Form 10-QSB dated
                                    October 10, 1995
                                    (the "October 1995 QSB")                  10.1

        18                          October 1995 QSB                          10.2

        19                          Form 8-K dated
                                    August 7, 1995                            2

        20                          October 1995 QSB                          10.4

        21                          October 1995 QSB                          10.5

        22                          October 1995 QSB                          10.6

        23                          October 1995 QSB                          10.7

        24                          October 1995 QSB                          10.8

        25                          October 1995 QSB                          10.9

        26                          October 1995 QSB                          10.10

        27                          October 1995 QSB                          10.11

        28                          October 1995 QSB                          10.12

        29                          October 1995 QSB                          10.13

        30                          October 1995 QSB                          10.14

        31                          October 1995 QSB                          10.15

        32                          October 1995 QSB                          10.16
</TABLE>



                                       43
<PAGE>   45

<TABLE>
<CAPTION>
                                                                           Exhibit
                                    Document to which                    Designation
      Note                           Cross Reference                       in such
    Reference                            is Made                           Document
    ---------                       -----------------                    -----------
    <S>                             <C>                                  <C>

        33                          October 1995 QSB                          10.17

        34                          October 1995 QSB                          10.18

        35                          Form 8-K dated
                                    January 10, 1996
                                    (the "January, 1996 8-K")                 1

        36                          January, 1996 8-K                         2

        37                          January, 1996 8-K                         3

        38                          January, 1996 8-K                         4

        39                          January, 1996 8-K                         5

        40                          January, 1996 8-K                         6

        41                          January, 1996 8-K                         7

        42                          January, 1996 8-K                         8

        43                          January, 1996 8-K                         9

        44                          January, 1996 8-K                         10

        45                          Incorporated to the identically
                                    numbered Exhibit in Form 10-KSB
                                    for fiscal 1995

        46                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated April 10, 1996

        47                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated July 10, 1996

        48                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated October 11, 1996

        49                          Form 8-K dated May 24, 1996
                                    (the "May, 1996 8-K")                     3(i)(a)
</TABLE>



                                       44
<PAGE>   46

<TABLE>
<CAPTION>
                                                                           Exhibit
                                    Document to which                    Designation
      Note                           Cross Reference                       in such
    Reference                            is Made                           Document
    ---------                       -----------------                    -----------
    <S>                             <C>                                  <C>
        50                          May, 1996 8-K                             3(i)(b)

        51                          Incorporated to the identically
                                    numbered Exhibit in Form 10-KSB
                                    dated February 24, 1997.

        52                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated April 11, 1997.

        53                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated July 9, 1997

        54                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated October 10, 1997.

        55                          Incorporated to the identically
                                    numbered Exhibit in Form 10-KSB
                                    dated February 25, 1998.

        56                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated April 10, 1998.

        57                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated October 12, 1998.

        58                          Incorporated to the identically
                                    numbered Exhibit in Form 10-KSB
                                    for fiscal year 1998 ( the
                                    "1998" KSB ).

        59                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated April 7, 1999.

        60                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated July 12, 1999.
</TABLE>



                                       45
<PAGE>   47

<TABLE>
<CAPTION>
                                                                           Exhibit
                                    Document to which                    Designation
      Note                           Cross Reference                       in such
    Reference                            is Made                           Document
    ---------                       -----------------                    -----------
    <S>                             <C>                                  <C>

        61                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated October 15, 1999.

        62                          Incorporated to the identically
                                    numbered Exhibit in Form 10-KSB
                                    for fiscal year ( the "1999"
                                    KSB ).

        63                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    for the quarter ended February 28,
                                    2000.

        64                          Form 8-K dated July 14, 2000

        65                          Form 8-K dated June 28, 2000.

        66                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    dated May 31, 2000.

        67                          Incorporated to the identically
                                    numbered Exhibit in Form 10-QSB
                                    for the quarter ended August 31,
                                    2000.
</TABLE>

(b) REPORTS ON FORM 8-K.

None



                                       46
<PAGE>   48

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       WILSHIRE TECHNOLOGIES, INC.


Dated: February 19, 2001               By:  /s/ Kevin T. Mulvihill
                                           ------------------------------------
                                       Kevin T. Mulvihill,
                                       President and Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
        Name                                     Title                              Date
        ----                                     -----                              ----
<S>                                 <C>                                       <C>
/s/Ronald W. Cantwell               Director and
-----------------------------       Chairman of the Board                     February 19, 2001
   Ronald W. Cantwell



/s/Kevin T. Mulvihill               President and Chief Executive Officer     February 19, 2001
-----------------------------       (Principal Executive Officer)
   Kevin T. Mulvihill



/s/Kathleen E. Terry                Chief Financial Officer,                  February 19, 2001
-----------------------------       Treasurer and Secretary
   Kathleen E. Terry                (Principal Financial Officer and
                                    Principal Accounting Officer)



/s/Charles H. Black                 Director                                  February 19, 2001
-----------------------------
   Charles H. Black



/s/Joe E. Davis                     Director                                  February 19, 2001
-----------------------------
   Joe E. Davis



/s/David Heavenridge                Director                                  February 19, 2001
-----------------------------
   David Heavenridge



/s/John Van Egmond                  Director                                  February 19, 2001
-----------------------------
   John Van Egmond
</TABLE>



                                       47
<PAGE>   49

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NUMBER                       DESCRIPTION                               Numbered Page
--------------                       -----------                               -------------
<S>            <C>                                                             <C>
10.184         Demand Note dated October 5, 2000 between the Registrant and
               Trilon Dominion Partners, L.L.C.

10.185         Demand Note dated November 6, 2000 between the Registrant and
               Trilon Dominion Partners, L.L.C.

10.186         Employment Agreement dated November 13, 2001 between the
               Registrant and Mr. Derek Warneke

10.187         Form of stock option granted on November 13, 2000 to Mr. Derek
               Warneke

10.188         Demand Note dated December 5, 2000 between the Registrant and
               Trilon Dominion Partners, L.L.C.

10.189         Amendment to employees and Facilities Agreement dated December
               31, 2000 between Foamex Asia co., LTD and Wilshire Technologies
               Inc.

10.190         Amendment dated January 17, 2001 to the Amended Agreement dated
               March 31, 1998 between the Registrant and Trilon Dominion
               Partners, L.L.C.
</TABLE>



                                       48