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

                     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, 1997.

           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 Identification No.)
incorporation or organization)

                                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 $3,459,000.

        The aggregate market value of the voting stock held by non-affiliates of
the registrant on January 31, 1998 was approximately $1.6 million.

        The number of shares outstanding of the registrant's only class of
Common Stock, no par value, was 12,943,385 on January 31, 1998.

        Transitional Small Business Disclosure Format.  Yes          No   X
                                                            -----       -----

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


<PAGE>   2



WILSHIRE TECHNOLOGIES, INC.

--------------------------------------------------------------------------------
Annual Report on Form 10-KSB - November 30, 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PART I                                                                      PAGE
--------------------------------------------------------------------------------
<S>        <C>                                                               <C>
Item 1.    Description of Business                                            2

Item 2.    Description of Property                                            5

Item 3.    Legal Proceedings                                                  5

Item 4.    Submission of Matters to a Vote of Security Holders                6

--------------------------------------------------------------------------------
PART II
Item 5.    Market for Common Equity and Related Stockholder Matters           7

Item 6.    Management's Discussion and Analysis or Plan of Operation          7

Item 7.    Financial Statements                                              11

Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                               26

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

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                 27

Item 10.   Executive Compensation                                            27

Item 11.   Security Ownership of Certain Beneficial Owners and Management    27

Item 12.   Certain Relationships and Related Transactions                    27

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

Item 13.   Exhibits, List and Reports on Form 8-K                            28

--------------------------------------------------------------------------------
</TABLE>




<PAGE>   3



PART I

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

Wilshire Technologies, Inc. (the "Company"), incorporated in California on
October 17, 1990, develops, manufactures and markets engineered polymer products
for industrial clean room use. The Company, based in Carlsbad, California,
markets its products through its Wilshire Contamination Control Division, and
manufactures certain of its products in its wholly-owned subsidiary, Wilshire
International de Mexico S.A. de C.V. During 1996, the Company divested its
Medical Products and Transdermal Products divisions, and has since focused
primarily on products used in industrial clean rooms, such as gloves and
contamination control products.

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 clean rooms. The Company markets swabs,
wipers and other disposable products used to help reduce particulate
contamination in the semiconductor, disk drive and microelectronics industry
clean rooms, which help to increase the yield and effectiveness of the
manufactured products. The Company also manufactures and markets a proprietary
synthetic glove for use in clean rooms in both the electronics and medical
industries. Disposable supplies used in clean rooms consist predominantly of
garments, gloves, swabs and wipers. Traditionally, most clean room suppliers
have adapted existing products from other applications, e.g., medical, which may
have inherent limitations. The Company intends to satisfy the needs of clean
room operators with advanced products designed and manufactured specifically for
clean room use.

CONTAMINATION CONTROL PRODUCTS

The Company specializes in the development, manufacture and marketing of
disposable cleaning and contamination control products for use in clean rooms. A
"clean room" is an environment in which particulate fluid and biological
contaminants are monitored and controlled. In the microelectronics,
semiconductor and aerospace industries, clean rooms are essential to the
manufacturing process to prevent minute particles from contaminating sensitive
and expensive products. In the pharmaceutical, biotechnology and medical device
industries, clean rooms are used to reduce the level of particulate and
biological contamination ("bioburden") or to ensure the sterility and
pyrogen-free nature of products. Clean rooms are classified according to the
allowable level of particulate contamination per cubic foot. A "Class I " clean
room may have just one particle of more than 0.5 microns per cubic foot.

The Company uses engineered materials and proprietary polyurethane formulations
to produce products specifically for the requirements of Class I, 10 and 100
clean rooms. For these clean rooms, 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. Clean room
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. All of the Company's products are sold
under its brand names, including UltraSORB(R) and UltraSOLV(TM). The Company has
received one patent and applied for a second patent on hydrophilic foam articles
and cleaning methods for clean rooms including all UltraSOLV(TM) and
UltraSORB(R) products. Also, the Company has filed for a patent for the
manufacture of hydrophilic polyurethane foams.

Wipers. Clean room personnel use wipers for many applications, including the
cleaning of manufacturing and processing equipment and production components,
the decontamination of work surfaces and the removal of solvent or acid spills.
The most important considerations in the selection of the proper wiper are the
level of potential contamination contributed by the wiper, the wiper's
absorbency and its cost. Since no wiper material is best for all purposes, the
Company markets a variety of clean room wipers made of polyester and
polyurethane, covering a wide range of characteristics, under its various brand
names such as UltraSORB(R), UltraSOLV(TM) and PolyClean(TM).



                                       2
<PAGE>   4



During 1993, the Company introduced its first wiper made of its UltraSORB(R)
material. Management believes that UltraSORB(R) is the first polyurethane foam
wiper that is hydrophilic. i.e., able to absorb water and other aqueous
solutions. These wipers provide the highly-absorbent, particle-trapping
performance and abrasion-resistance of the UltraSORB(R) material at a price
competitive with that of other foam wipers. The UltraSORB(R) wipers are
processed and packaged using proprietary methods in a Class 10 clean room to
ensure that the wipers have an initial low-particulate level.

Swabs. The Company markets a broad range of clean room swabs fabricated from
various materials including polyurethane foam. Swabs are used to clean surface
areas when a wiper is too large or when a wiper would add more particulate
contamination than a swab. The important considerations in swab selection are
the level of particulate contamination, absorbency and cost. Although cotton
swabs dominate the market due to lower cost and higher absorbency, cotton tends
to degenerate during use, thereby increasing the likelihood of contaminating the
clean room and the materials being produced in the clean room. Typically, users
in Class I and 10 clean rooms purchase synthetic swabs because their
non-shedding, non-friable nature offers superior cleanliness, while users in
Class 100-10,000 clean rooms purchase significantly more cotton swabs due to
their lower cost and higher absorbency.

To meet the demand for an absorbent, clean, synthetic swab, the Company has
developed a line of swabs fabricated from its UltraSORB(R) polyurethane
material. Similar to the UltraSORB(R) wiper, the UltraSOLV(TM) swab is the first
polyurethane-foam swab that is hydrophilic and meets Class 1 and Class 10
specifications. UltraSORB(R) has an open cellular structure which is
highly-absorbent and has excellent particle trapping capability. Also, because
of its abrasion resistance, the UltraSORB(R) material does not generate
particulate contamination during use.

GLOVES

Virtually all of the gloves purchased in the United States for use in Class 1,
10 and 100 clean rooms during 1995 were latex or polyvinyl chloride ("PVC")
medical gloves post-processed to be cleaner than the typical hospital or
surgeon's glove. Latex-based and PVC-based gloves have several disadvantages:
(1) the gloves are prone to deterioration during use, thereby generating
excessive particulate contamination; (2) the gloves are not breathable; and (3)
users may suffer from latex sensitivity. The Company has developed the
DuraCLEAN(R) clean room glove composed of a proprietary polyurethane material
which the Company believes addresses these problems. The Company has been
testing these gloves with several major semiconductor customers and is currently
operating a developmental glove plant in Tijuana, Mexico to supply test sites.

The Company markets these gloves through its own sales force and through major
distributors. Although these gloves are premium priced, management believes they
are cost effective for clean room users because they can be worn longer and
changed less frequently than less expensive latex gloves. In addition, the
Company has received a 510(k) approval to market from the FDA for medical use of
its PolyDERM(TM) glove. Non-latex exam gloves sell at a premium over latex exam
gloves due to more rigorous product requirements. The Company believes that
polyurethane medical gloves will be superior to latex gloves in many ways,
including breathability, durability, biocompatibility and resistance to tearing,
yet will be less expensive to manufacture than other non-latex medical gloves.
For semiconductor markets, the added benefit of the glove's electrostatic
dissipative (ESD) properties is a great advantage. Also, the gloves have the
lowest total non-volatile residues and total organic carbon levels in the
industry.

PATENTS, LICENSES AND PROPRIETARY RIGHTS

The Company has applied for four patents on various products and one of those
patents has been issued. The Company will apply for additional patents where
deemed appropriate.

The Company also 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.



                                       3
<PAGE>   5

TECHNOLOGY

Many of 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. Polyurethane may also be fabricated with a
variety of techniques, including injection, extrusion or blow molding, which
allows easy variation of the physical form of products.

MANUFACTURING

The Company purchases UltraSORB(R), the breathable, hydrophilic polyurethane
foam currently used in its swabs and wipers, from Time Release Sciences, Inc.
Management believes that it can secure an alternative source of supply if
required. Further, Management believes that satisfactory substitutes can be
developed, over time, for use in its UltraSORB(R) products should the foam cease
to be available.

Certain of the Company's products are made for the Company by Advanced Materials
Group, Inc. ("Advanced Materials"). Although the Company expects to encounter no
difficulties in obtaining products from Advanced Materials, it believes that it
could manufacture those products itself or have them manufactured by any of a
number of other foam fabricators. The foam products industry has several major
fabrication suppliers, one of which is Advanced Materials. Because competition
among these companies is intense, the prices charged by Advanced Materials to
the Company must be competitive.

The Company manufactures the DuraCLEAN(R) gloves on its own equipment, using a
proprietary process and polymer. The Company leases a facility in Tijuana,
Mexico and uses contract labor from Advanced Barrier Technologies, Inc. (ABT),
under a three-year Manufacturing and Supply Agreement, dated April 11, 1996.
Certain processes required to finish the product are performed in the U.S. by
third party vendors in accordance with Company procedures.

Raw Materials. The materials that the Company uses, such as polypropylene,
polyurethane, plastic and metal, 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's swabs, wipers, gloves and other specialty products are marketed
directly to end-users through a limited number of internal sales personnel and
are sold through international, national and regional distributors. During 1997,
the Company sold approximately 49% of its products to VWR Scientific Products
and approximately 14% of its products through international distributors.

COMPETITION

The Company is engaged in rapidly-evolving and highly-competitive fields. Many
major clean room companies in the United States and abroad currently produce and
will seek to develop competitive products. Competition from contamination
control manufacturers and others 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.

The Company believes the clean room market has a large number of competitors,
some of which, such as Johnson & Johnson are much larger than the Company. Other
competitors include Texwipe, Berkshire Corporation, Contec Inc., Kimberly Clark
Corp., VWR Scientific and Edmont Fab Tek.

A number of major corporations manufacture and sell latex and non-latex gloves
to the clean room and medical markets. These include Baxter International,
Johnson and Johnson, Smith and Nephew, and Ansell.


                                       4
<PAGE>   6

EMPLOYEES

As of November 30, 1997, the Company had 18 full-time employees, of whom 7 were
employed in manufacturing and shipping, 4 in sales and marketing, 1 in research,
development and engineering, and 6 in administration.

ITEM 2.  DESCRIPTION OF PROPERTY.

In March 1993, the Company signed a five-year lease for a 19,000-square-foot
facility in Carlsbad, California. The building included office space for the
Company's administration functions, warehouse space, and space for future
manufacturing of clean room products. Under the terms of the lease, the Company
paid rent of approximately $12,400 per month. In September, 1994, the Company
moved to a 5,000 square-foot facility in Carlsbad under a three-year lease and
sublet the original facility for approximately $11,400 per month. Under the
terms of the lease, the Company paid approximately $4,500 per month for the
smaller facility. The Company extended the termination date of the three-year
lease through November 30, 1997, and then moved its employees and personal
property to its new Carlsbad facility described below.

During 1997, the Company subleased 16,500 square feet of warehouse and office
space in Dallas, Texas from Acacia Laboratories of Texas, Inc. ("Acacia") under
the terms of a Purchase of Assets and Assumption of Sublease Agreement described
in Note 10 of the notes to the financial statements. The Company subleased its
portion of the facility for approximately $4,500 per month. The sublease expired
on November 30, 1997, and the Company moved its inventory and other personal
property to its new Carlsbad facility described below.

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 adjustments 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.

The Company subleases 10,000 square feet of manufacturing space in Tijuana,
Mexico from Advanced Barrier Technologies Inc. ("ABT"). The Company pays rent,
utilities, and related service charges for the space of $7,500 per month, based
on a manufacturing and supply agreement with ABT. In the second quarter of 1998,
the Company plans to move its equipment and personal property from this space to
its new Tijuana facility described below.

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.

ITEM 3.  LEGAL PROCEEDINGS

BREAST IMPLANT LITIGATION

The Company and its alleged 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




                                       5
<PAGE>   7

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 relevant time period. The
Company has been dismissed by approximately 2000 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 6 of the
notes to the financial statements, which is hereby incorporated by reference.

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 August 15, 1997) for the Annual Meeting of
Shareholders held on September 26, 1997. 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 12,943,385.
Of these 12,499,198 were represented. Holders of 22,945 shares withheld voting
authority. All nominees were elected by the affirmative vote of 12,476,253
shares.




                                       6
<PAGE>   8



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 31, 1998, there
were approximately 120 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 AMEX in
FY1996 and on the AMEX and OTCBB in FY1997.

<TABLE>
<CAPTION>
    FY1996                                  HIGH           LOW
    ------                                  ----          ----
    <S>                                     <C>           <C>
        First Quarter                       1-5/16        1/2
        Second Quarter                      1-5/8         1
        Third Quarter                       2-1/4         1-1/4
        Fourth Quarter                      1-3/4         1

    FY1997
        First Quarter                       1-3/16        3/8
        Second Quarter                      15/16         7/16
        Third Quarter                       15/16         19/32
        Fourth Quarter                      1-1/16        7/16
</TABLE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS.

OVERVIEW

The Company achieved two record $1 million sales quarters in 1997 and made
significant progress to increase production capacity and reduce costs for both
gloves and contamination control products. In some of the major accomplishments
of 1997, the Company:

        o  Began producing gloves at the rate of 20,000 pairs of gloves per
           month at a significantly lower cost on the developmental glove
           equipment moved from the UK to Tijuana, Mexico in 1996.

        o  Ordered the equipment for the first full scale glove production line,
           which will have an estimated capacity of over 800,000 pairs of gloves
           per month.

        o  Completed a development and supply agreement for an improved glove
           polymer.

        o  Leased a larger facility in Tijuana, Mexico which has space for two
           full-scale glove production lines and the developmental glove
           equipment, as well as space to manufacture certain of its
           contamination control products.

        o  Completed a distributor agreement for Singapore, Malaysia, Thailand
           and Indonesia, to better service the Company's customers in Southeast
           Asia.

        o  Transferred its contamination control swab manufacturing equipment
           from Texas to Tijuana, Mexico, thus lowering future production costs.

        o  Relocated its warehouse operation from Texas to Carlsbad, California
           into a combined facility with its headquarters office, saving the
           Company the time and expense of maintaining two facilities and
           related freight costs.

In 1998, the Company will focus on increasing glove sales with the objective of
operating the glove production line at the rate 400,000 pairs per month by the
fourth quarter of 1998. Also, cost reduction efforts will continue with the
transfer of some additional contamination control operations to Tijuana, Mexico.



                                       7
<PAGE>   9

From time to time the Company may report, through its press releases and/or
Securities and Exchange Commission filings, certain forward-looking statements
that are subject to risks and uncertainties. Important factors that could cause
actual results to differ materially from those projected by such forward-looking
statements are set forth in Exhibit 99 to the Annual Report on Form 10-KSB for
the year ended November 30, 1996, which is herein incorporated by reference.
These include operating losses, liquidity, reliance on major distributors, new
product development, competition, technological change, patents, trade secrets,
product liability, dependence on key suppliers, and dependence on key personnel.

RESULTS OF OPERATIONS

NET SALES

The Company markets products directly to end users through an internal sales
force utilizing outside distributors. Revenue for all sales is recognized when
title transfers, generally when products are shipped.

Net Sales increased by $56,000 (1.6%) to $3,459,000 in 1997 from $3,403,000 in
1996, due to increased sales of contamination control products. Increased sales
of wipers offset a decline in sales of swabs in 1997 versus 1996.

GROSS PROFIT

Gross profit decreased by $102,000 to $436,000 in 1997 from $538,000 in 1996,
primarily due to a wiper supplier price increase during 1997 which increased
cost of sales by $279,000. Also, costs of the developmental glove plant
unfavorably affected gross profit. Gross profit margin as a percent of sales
decreased to 12.6% in 1997 from 15.8% in 1996. Excluding the impact of the
supplier price increase and the glove sales and cost of sales on gross profit,
the gross profit margin as a percentage of sales was 30.0% in 1997, and 27.5% in
1996.

The Company has taken action to address the supplier price increase by
increasing selling prices on the affected products to the extent possible, and
transferring as much of the manufacturing process as possible to other lower
cost suppliers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses include additional costs related to
the Company's marketing activities and administrative costs (such as executive
and office salaries, related payroll expenses, investor relations, professional
fees, supplies and utilities).

Selling, general and administrative expenses decreased $603,000 (24.0%) to
$1,911,000 in 1997 from $2,514,000 in 1996, primarily due to reductions in
personnel, lower professional fees, and non-recurring expenses in 1996 related
to the move of the developmental glove plant from the U.K. to Mexico.

RESEARCH AND DEVELOPMENT

Research and development expenses decreased $64,000 (12.8%) to $437,000 in 1997
from $501,000 in 1996 primarily due to the divestiture of the Transdermal
Products business. As a percentage of sales, research and development expenses
were 12.6% in 1997, compared to 14.7% in 1996.

OTHER INCOME (EXPENSE), NET

The other income in 1996 was related to the gain recognized from the payment of
the note receivable by Advanced Materials (see Note 3 to notes to the
consolidated financial statements).




                                       8
<PAGE>   10



INTEREST INCOME (EXPENSE), NET

The Company recognized net interest expense of $309,000 in 1997 and $125,000 in
1996. The interest expense was related primarily to the line of credit with
Trilon Dominion Partners, LLC ("Trilon Dominion") (see Note 4 to notes to the
consolidated financial statements).

INCOME TAXES

For the fiscal years ended November 30, 1997 and 1996, 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 1997 and 1996.

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 1996 and 1997, the Company has not generated sufficient cash from
operations to fund its working capital requirements. Net cash used in operating
activities was $1,666,000 in 1997 versus $3,035,000 in 1996. The decrease in the
cash used in operating activities in 1997 was primarily due to a decrease in
losses in 1997, and to payment of past due accounts payable in 1996.

Net cash used in investing activities was $636,000 in 1997 versus $509,000
provided by investing activities in 1996, primarily due to the purchase of
equipment in 1997.

Net cash provided by financing activities was $2,250,000 in 1997 versus
$2,697,000 in 1996. Debt financing in 1997 and 1996 was obtained from Trilon
Dominion. The details of the debt financing are provided in Note 4 to the
consolidated financial statements.

On January 5, 1996, the Company and Trilon Dominion entered an Exchange
Agreement to exchange the note payable dated May 13, 1994, the note payable
dated November 18, 1994 including the five amendments, and the accrued interest
on these notes, all of which totaled approximately $8.8 million, for 8,441,430
shares of common stock valued at $1.04 per share. In addition, Trilon Dominion
surrendered the warrants dated May 13, 1994 and November 18, 1994, entitling it
to purchase 1,507,398 shares (after dilution adjustments) of the Company's
common stock.

Also, on January 5, 1996, the Company and Trilon Dominion entered into a Credit
Agreement (the "Agreement") for a credit line of $1 million 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%. The Agreement was amended on June 30, 1996, September 30, 1996, April 15,
1997, and September 19, 1997, to a current credit line of $4 million and a
termination date of June 30, 1998. See Note 4 to the consolidated financial
statements for details of the Agreement and Amendments.

On July 3, 1996, pursuant to a Release Agreement, Advanced Materials paid the
Company $1,190,000 in full and final payment of all remaining principal and
interest on the amended and restated secured subordinated promissory note dated
November 23, 1993.

On June 30, 1996, pursuant to a Purchase of Assets and Assumption of Sublease
Agreement, the Company sold certain assets of the Wilshire Medical Products
division ("WMP") to Acacia Laboratories of Texas, Inc. The sale price of
$1,082,000 consisted of $200,000 cash at closing, $342,000 in accounts
receivable to be collected by the Company, and $540,000 in a secured, fully
amortized, 36 month promissory note in favor of the Company, bearing interest at
the rate of 5% per annum.

On January 7, 1998, and on February 17, 1998, the Company and Trilon Dominion
completed Demand Notes, each for $250,000 at an interest rate of 12.25%, to fund
the Company's ongoing operations until a new credit facility can be completed.



                                       9
<PAGE>   11

As of January 31, 1998, the Company has used its current credit facilities and
anticipates continuing negative cash flow through at least the first half of
fiscal year 1998. Management is negotiating the terms of a new credit facility
with Trilon Dominion which will fund the remaining equipment purchases and the
Company's ongoing operations. It is expected this facility also will include the
$4 million credit line and the two $250,000 Demand Notes mentioned above, and
will have a termination date of December 31, 1998. Trilon Dominion, the
Company's largest shareholder with over 72% of the shares outstanding, has
continued to provide financial support to the Company during 1997, and
management believes that Trilon Dominion will continue to support the Company as
necessary through the end of fiscal year 1998.

YEAR 2000

The Company has received assurance from the suppliers of its computer software
that the versions the Company will be provided in 1998 for its accounting and
materials management functions are in compliance with Year 2000 requirements.
The Company expects that the cost of complying with Year 2000 requirements will
not have a material impact on the Company's financial statements.




                                       10
<PAGE>   12



ITEM 7.  FINANCIAL STATEMENTS.



                   Index to Consolidated Financial Statements


                     Years ended November 30, 1997 and 1996



                                      Index


<TABLE>
<S>                                                                          <C>
Report of Ernst & Young LLP, Independent Auditors.............................12


Audited Financial Statements

Consolidated Balance Sheets...................................................13
Consolidated Statements of Operations.........................................14
Consolidated Statements of  Shareholders' Equity (Net Capital Deficiency).....15
Consolidated Statements of Cash Flows.........................................16
Notes to Consolidated Financial Statements....................................17
</TABLE>




                                       11
<PAGE>   13








                Report of Ernst & Young LLP, Independent Auditors



The Board of Directors and Shareholders
Wilshire Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Wilshire
Technologies, Inc. as of November 30, 1997 and 1996 and the related consolidated
statements of operations, shareholders' equity (net capital deficiency) and cash
flows for the years 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 audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Wilshire
Technologies, Inc. at November 30, 1997 and 1996, and the consolidated results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.




                                       ERNST & YOUNG LLP


San Diego, California
January 9, 1998



                                       12
<PAGE>   14



                           WILSHIRE TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        November 30,
                                                               ------------------------------
                                                                   1997              1996
                                                               ------------      ------------
<S>                                                            <C>               <C>
ASSETS (Note 4)
Current assets:
    Cash                                                       $    137,000      $    189,000
    Accounts receivable trade, less allowance for doubtful
       accounts of $5,000 and $17,000 at November 30,
       1997 and  November 30, 1996, respectively                    335,000           571,000
    Inventories (Note 2)                                          1,037,000           591,000
    Current portion of note receivable (Note 9)                     198,000           204,000
    Other current assets                                            262,000           231,000
                                                               ------------      ------------
Total current assets                                              1,969,000         1,786,000

Property and equipment, less accumulated depreciation (Note 2)    1,293,000           723,000
Note Receivable from the sale of discontinued business
    less current portion (Note 9)                                   111,000           280,000
Goodwill, less accumulated amortization of $323,000
    and $281,000 at November 30, 1997 and November 30,
    1996, respectively                                              419,000           461,000
Patents and trademarks, net                                         115,000           104,000
                                                               ------------      ------------
                                                               $  3,907,000      $  3,354,000
                                                               ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
    Accounts payable                                           $    625,000      $    393,000
    Accrued expenses                                                372,000           454,000
    Interest payable                                                330,000            31,000
    Line of credit (Note 4)                                       3,750,000         1,500,000
                                                               ------------      ------------
Total current liabilities                                         5,077,000         2,378,000

Commitments and contingencies (Note 6)
Shareholders' equity (net capital deficiency) (Note 8)
    Preferred stock, no par value, 2,000,000 shares
       authorized and none issued and outstanding                        --                --
    Common stock, no par value, 50,000,000 shares
       authorized; 12,943,385 shares issued and
       outstanding at November 30, 1997 and
       November 30, 1996, respectively                           25,907,000        25,857,000
    Common stock warrants                                           301,000           275,000
    Accumulated deficit                                         (27,378,000)      (25,156,000)
                                                               ------------      ------------
Total shareholders' equity (net capital deficiency)              (1,170,000)          976,000
                                                               ------------      ------------
                                                               $  3,907,000      $  3,354,000
                                                               ============      ============
</TABLE>



                             See accompanying notes.


                                       13
<PAGE>   15


                           WILSHIRE TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                         Years Ended November 30,
                                                      ------------------------------
                                                          1997              1996
                                                      ------------      ------------
<S>                                                   <C>               <C>
Continuing operations:
    Net sales                                         $  3,459,000      $  3,403,000
    Cost of sales                                        3,023,000         2,865,000
                                                      ------------      ------------
    Gross profit                                           436,000           538,000

    Operating expenses:
       Marketing and selling                               568,000           589,000
       General and administrative                        1,343,000         1,925,000
       Research and development                            437,000           501,000
                                                      ------------      ------------
    Total operating expenses                             2,348,000         3,015,000
                                                      ------------      ------------

    Loss from operations                                (1,912,000)       (2,477,000)
    Other income (Note 3)                                       --           190,000
    Interest income (expense), net                        (309,000)         (125,000)
                                                      ------------      ------------
    Loss before provision
       for state income taxes                           (2,221,000)       (2,412,000)

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

    Loss from continuing operations                     (2,222,000)       (2,413,000)

Gain (loss) from discontinued operations (Note 9)               --            19,000
                                                      ------------      ------------

Net loss                                              $ (2,222,000)     $ (2,394,000)
                                                      ============      ============

Weighted average shares outstanding                     12,943,000        12,102,000
                                                      ============      ============

Loss per share:
    Loss from continuing operations                   $      (0.17)     $      (0.20)
    Loss from discontined operations                            --                --
                                                      ------------      ------------
    Net loss per share                                $      (0.17)     $      (0.20)
                                                      ============      ============
</TABLE>





                             See accompanying notes.


                                       14
<PAGE>   16


                           WILSHIRE TECHNOLOGIES, INC.
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
                     YEARS ENDED NOVEMBER 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                      Common stock        Common stock warrants
                                ------------------------  ---------------------  Accumulated
                                  Shares       Amount      Warrants    Amount      deficit         Total
                                -----------  -----------  ----------  ---------  ------------   -----------
<S>                             <C>          <C>          <C>         <C>        <C>            <C>
Balances - November 30, 1995      4,490,455  $17,071,000   4,180,000  $ 418,000  $(22,762,000)$  (5,273,000)

    Exchange Agreement            8,441,430    8,779,000  (1,430,000)  (143,000)           --     8,636,000

    Issuance of warrants                 --           --     225,000         --            --            --

    Exercise of options              11,500        7,000          --         --            --         7,000

    Net loss                             --           --          --         --    (2,394,000)   (2,394,000)
                                -----------  -----------  ----------  ---------  ------------   -----------
Balances - November 30, 1996     12,943,385   25,857,000   2,975,000    275,000   (25,156,000)      976,000

    Issuance of warrants                 --           --     375,000     26,000            --        26,000

    Contribution to capital              --       50,000          --        ---            --        50,000

    Net loss                             --           --          --         --    (2,222,000)   (2,222,000)
                                -----------  -----------  ----------  ---------  ------------   -----------
Balances - November 30, 1997     12,943,385  $25,907,000   3,350,000  $ 301,000  $(27,378,000)  $(1,170,000)
                                ===========  ===========  ==========  =========  ============   ===========
</TABLE>





                             See accompanying notes.


                                       15
<PAGE>   17


                           WILSHIRE TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                Years Ended November 30,
                                                              -----------------------------
                                                                 1997              1996
                                                              -----------       -----------
<S>                                                           <C>               <C>
OPERATING ACTIVITIES
Net loss                                                      $(2,222,000)      $(2,394,000)
Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                            234,000           425,000
         Provision for loss on accounts receivable                (12,000)          (12,000)
         Loss on disposal of equipment                             38,000                --
         Expense paid by majority shareholder                      50,000                --
         Warrants issued to majority shareholder and
           suppliers                                               26,000                --
         Gain on sale of discontinued operations                       --           (19,000)
         Gain on settlement of note receivable                         --          (190,000)
         Net change in operating assets and liabilities:
            (Increase) decrease in accounts receivable            248,000          (206,000)
            (Increase) decrease in inventories                   (446,000)          182,000
            Increase in other current assets                      (31,000)           (1,000)
            Increase (decrease) in accounts payable and
             accrued expenses                                     150,000          (851,000)
            Increase in interest payable                          299,000            31,000
                                                              -----------       -----------
Net cash used in operating activities                          (1,666,000)       (3,035,000)
                                                              -----------       -----------

INVESTING ACTIVITIES
Purchase of equipment                                            (792,000)         (201,000)
Proceeds from sale of discontinued operations                          --           256,000
Decrease in note receivable from sale of discontinued
  operations                                                      175,000                --
(Increase) decrease in other assets                               (19,000)          454,000
                                                              -----------       -----------
Net cash (used in) provided by investing activities              (636,000)          509,000
                                                              -----------       -----------

FINANCING ACTIVITIES
Proceeds from line of credit                                    2,250,000         1,500,000
Proceeds from settlement of note receivable                            --         1,190,000
Proceeds from exercise of stock options                                --             7,000
                                                              -----------       -----------
Net cash provided by financing activities                       2,250,000         2,697,000
                                                              -----------       -----------

NET INCREASE (DECREASE) IN CASH                                   (52,000)          171,000
CASH - BEGINNING OF PERIOD                                        189,000            18,000
                                                              -----------       -----------
CASH - END OF PERIOD                                          $   137,000       $   189,000
                                                              ===========       ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

In January, 1996, the Company completed an Exchange Agreement with Trilon
Dominion Partners,LLC pursuant to which the Company exchanged long-term debt and
accrued interest for common stock (Note 4).

In June, 1996, the Company completed the sale of certain assets of the Medical
Products division (Note 9).


                             See accompanying notes.


                                       16
<PAGE>   18



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Wilshire Technologies, Inc. (the "Company") develops, manufactures and markets
engineered polymer products for industrial clean room use. The Company, based in
Carlsbad, California, markets its products through its Wilshire Contamination
Control Division, and manufactures certain of its products in its wholly-owned
Mexican subsidiary, Wilshire International de Mexico S.A. de C.V. During 1996,
the Company divested its Medical Products and Transdermal Products divisions and
has since focused primarily on products used in industrial clean rooms, such as
gloves and contamination control products.

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. The
Company is attempting to raise additional capital to fund its ongoing operations
and capital requirements, and management believes that Trilon Dominion will
continue to support the Company as necessary through the end of fiscal year
1998.

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

In March 1996, the Board of Directors authorized management to proceed with the
sale of the assets of the Medical Products division which was completed on June
30, 1996, pursuant to a Purchase of Assets and Assumption of Sublease Agreement
with Acacia Laboratories of Texas, Inc., (See Note 9). The disposition of this
business has been accounted for as a discontinued operation.

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 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
seven years. Property and equipment under capital leases are amortized over the
life of the asset or the term of the lease, whichever is shorter.



                                       17
<PAGE>   19



INTANGIBLE ASSETS

Goodwill is being amortized over 17 years. For the years ended November 30, 1997
and 1996, amortization was $42,000 and $61,000, respectively.

CONCENTRATION OF CREDIT RISK

Sales to a national distributor accounted for 49% and 33% of total sales during
1997 and 1996, 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.
Management does not believe significant credit risks exist.

LOSS PER SHARE

Net loss per common share in fiscal 1997 and 1996 was computed using the
weighted average number of common shares outstanding during the period which
excludes all common equivalent shares since they are antidilutive.

NEW ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, which is
required to be adopted for fiscal years and interim periods ending after
December 15, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating basic net loss per share,
the dilutive effect of common stock equivalents will be excluded during
profitable reporting periods. The adoption of this statement is not expected to
have a material impact, since the Company has reported losses and the impact of
common stock equivalents is not included in the net loss per diluted share
calculations as their effect is antidilutive.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income, and SFAS No. 131, Segment Information. Both of
these standards are effective for fiscal years beginning after December 15,
1997. SFAS No. 130 requires that all components of comprehensive income,
including net income, be reported in the financial statements in the period in
which they are recognized. Comprehensive income is defined as the change in
equity during a period from transactions and other events and circumstances from
non-owner sources. Net income and other comprehensive income, including foreign
currency translation adjustments, and unrealized gains and losses on
investments, shall be reported, net of their related tax effect, to arrive at
comprehensive income. The Company does not believe that comprehensive income or
loss will be materially different than net income or loss. SFAS No. 131 amends
the requirements for public enterprises to report financial and descriptive
information about its reportable operating segments. Operating segments, as
defined in SFAS No. 131, are components of an enterprise for which separate
financial information is available and is evaluated regularly by the Company in
deciding how to allocate resources and in assessing performance. The financial
information is required to be reported on the basis that is used internally for
evaluating the segment performance. The Company believes it operates in one
business and operating segment and does not believe adoption of this standard
will have a material impact on the Company's financial statements.

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.



                                       18
<PAGE>   20



2.  FINANCIAL STATEMENTS INFORMATION

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,
                                             ------------------------------
                                                1997                1996
                                             ----------          ----------
     <S>                                     <C>                 <C>
     Raw materials                           $  156,000          $  141,000
     Work in process                            265,000             175,000
     Finished goods                             616,000             275,000
                                             ----------          ----------
                                             $1,037,000          $  591,000
                                             ==========          ==========
     </TABLE>

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                NOVEMBER 30,
                                                        ----------------------------
                                                           1997             1996
                                                        -----------      -----------
     <S>                                                <C>              <C>        
     Machinery and equipment                            $ 1,008,000      $   885,000
     Furniture and office equipment                         370,000          350,000
     Leasehold improvements                                  45,000           87,000
     Construction in progress                               648,000           38,000
                                                        -----------      -----------
                                                          2,071,000        1,360,000
     Less accumulated depreciation and amortization        (778,000)        (637,000)
                                                        ===========      ===========
                                                        $ 1,293,000      $   723,000
                                                        ===========      ===========
</TABLE>

3. NOTES RECEIVABLE

Pursuant to the sale of its Medical Products division on June 30, 1996, the
Company received a $540,000 secured note, payable over 36 months, and bearing
interest at a rate of 5% per annum (see Note 9).

On July 3, 1996, pursuant to a Release Agreement, Advanced Materials, Inc. paid
the Company $1,190,000 in full and final payment of all remaining principal and
interest on the amended and restated secured subordinated promissory note dated
November 23, 1993. Accordingly, the Company released $190,000 of the reserve
against the note to state the note at its net realizable value which is included
in other income in the accompanying Statement of Operations.

4.  LINE OF CREDIT

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. The holder of each of such five-year
warrants may, without payment to the Company, convert the warrant in whole or in
part into shares of the Company's common stock having a market value equal to
the difference between (x) the market value per share of common stock multiplied
by the number of warrants that are converted and (y) the warrant exercise price,
multiplied by the number of warrants that are converted.

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, up to the current
termination date of 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



                                       19
<PAGE>   21

fiscal years 1996 and 1997. The Company recorded the estimated fair value of the
warrants issued in fiscal year 1997 at $0.07 per underlying common share with a
corresponding charge to earnings of $16,000 in fiscal 1997.

5.  INCOME TAXES

At November 30, 1997, the Company had federal net operating loss carryforwards
of approximately $17,330,000 which will begin to expire in 2006 unless
previously utilized. In addition, the Company had California and Texas net
operating loss carryforwards of approximately $13,228,000 which began to expire
in 1997 (approximately $1,961,000 expired in 1997). Research and development tax
credits of $92,000 will begin to expire in 2009.

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
                                                    1997             1996
                                                 -----------      -----------
     <S>                                         <C>              <C>        
     Deferred tax assets:
     Depreciation and amortization               $    18,000      $    44,000
     Installment Sale                              1,058,000        1,007,000
     Warrants                                        113,000          108,000
     Accrued liabilities                              87,000           32,000
     Inventory reserves                               24,000          180,000
     Other                                           220,000          141,000
     Net operating loss carryforwards              6,696,000        5,959,000
                                                 -----------      -----------
     Total deferred assets                         8,216,000        7,471,000
     Valuation allowance for deferred assets      (8,216,000)      (7,471,000)
                                                 ===========      ===========
     Net deferred tax assets                     $        --      $        --
                                                 ===========      ===========
</TABLE>

The reconciliation of income tax computed at the federal statutory tax rate to
income tax expense for the years ended November 30, 1997 and 1996 are as
follows:

<TABLE>
<CAPTION>
                                          YEARS ENDED NOVEMBER 30
                                       1997                      1996
                               ----------------------    ----------------------
                                 Amount    Percentage      Amount    Percentage
                                 ------    ----------      ------    ----------
<S>                            <C>            <C>        <C>             <C>
Tax at Federal Rate            $ 761,000      34%        $ 821,000       34%
Change in Valuation Allowance   (761,000)     34%         (821,000)      34%
                               ----------------------    ----------------------
                               $      --      --%        $      --       --%
                               ----------------------    ----------------------
</TABLE>




                                       20
<PAGE>   22



6.  COMMITMENTS AND CONTINGENCIES

BREAST IMPLANT LITIGATION

The Company and its alleged 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
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 or
during the relevant time period. The Company has been dismissed by approximately
2000 plaintiffs because it was shown that a Wilshire Foam product was not
involved or in connection with a related resolution of the case.

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 only recently been filed, 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 to



                                       21
<PAGE>   23

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 funding payments
reduced the limits of coverage under various CGL policies, but none of these
payments or funding commitments exhausted or will 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 will 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.

EQUIPMENT SUPPLY AGREEMENTS
In 1997, the Company completed two equipment supply agreements related to its
proprietary polyurethane glove. The first agreement provides for ACC Automation
Company (ACC), located in Akron, Ohio to manufacture an automated glove-dipping
line for the Company at a cost of $1,000,000. ACC is a major designer and
manufacturer of glove-dipping equipment. The Company will make payments to ACC
based on the accomplishment of agreed milestones.

The second agreement provides for the Vara International division of Calgon
Carbon Corporation (VARA) to manufacture a glove polymer solvent recovery system
for the Company at a cost of $942,000. The system will permit the recycling of
solvent used with the glove polymer, significantly reducing the raw material
costs of the glove. The Company will make payments to VARA based on the
accomplishment of agreed milestones.

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 required under
operating leases which have remaining non cancelable lease terms in excess of
one year at November 30, 1997:

<TABLE>
          <S>                             <C>       
          1998                            $  455,000
          1999                               381,000
          2000                               341,000
          2001                               238,000
          2002                               233,000
          2003                                20,000
                                          ----------
              Total minimum payments      $1,668,000
                                          ==========
</TABLE>

Rent expense was $337,000 and $301,000 for the years ended November 30, 1997 and
1996, respectively. During 1997, the Company received $98,000 of sublease rental
income.




                                       22
<PAGE>   24

7.  SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

COMMON STOCK

On January 5, 1996, the Company and Trilon Dominion entered an Exchange
Agreement to exchange the note payable dated May 13, 1994, the note payable
dated November 18, 1994 including the five amendments, and the accrued interest
on these notes, all of which totaled approximately $8.8 million, for 8,441,430
shares of common stock valued at $1.04 per share. In addition, Trilon Dominion
surrendered the warrants dated May 13, 1994 and November 18, 1994, entitling it
to purchase 1,507,398 shares (after dilution adjustments) of the Company's
common stock.

In November, 1996, stock options for 11,500 shares of common stock were
exercised, and the Company received proceeds of approximately $7,000.

During 1997, Trilon Dominion paid $50,000 of the President and Chief Executive
Officer's salary and did not charge the Company. The Company has recorded that
amount as a contribution to capital and a corresponding charge to general and
administrative expenses.

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. 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.

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.

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, up to the current
termination date of 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



                                       23
<PAGE>   25

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.

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. The 1995 Plan was approved by the shareholders at the
Annual Meeting on August 1, 1995. An amendment to the 1995 Plan was approved by
the shareholders at the Annual Meeting on May 20, 1996, to increase the number
of shares that may be issued under such plan to 1,750,000 shares. As of November
30, 1997, the following options were outstanding under each respective Stock
Option Plan: 2,000 under the 1992 Plan, 24,000 under the 1993 Plan, and 869,500
under the 1995 Plan. In addition, there were 280,000 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 November 21, 1997 the Board of Directors approved a grant of stock options on
701,000 shares under the 1995 Plan at the market price on that date of $0.625
per share which included options on 157,500 new shares, and options on 543,500
shares to the Company's employees who were willing to surrender their currently
owned options.

A summary of stock option activity is as follows:


<TABLE>
<CAPTION>
                                                        Weighted
                                         Number      Average Exercise
                                       of Shares     Price Per Share
                                       ---------     ---------------
<S>                                    <C>                <C> 
Outstanding at November 30, 1995       1,261,082          3.08
        Granted....................      370,000          1.46
        Exercised..................      (11,500)         0.63
        Canceled...................     (213,982)         4.16
                                      ----------
Outstanding at November 30, 1996       1,405,600          2.51
        Granted....................      853,000          0.65
        Canceled...................   (1,083,100)         2.58
                                      ----------
Outstanding at November 30, 1997       1,175,500          1.10
                                      ==========
</TABLE>

As of November 30, 1997, 1,106,500 shares are available for future grant under
the Stock Option Plans.




                                       24
<PAGE>   26



Following is a further breakdown of the options outstanding as of November 30,
1997:

<TABLE>
<CAPTION>
                                                                                     Weighted
                                   Weighted                                           Average
                                   Average         Weighted                          Exercise
  Range of                         Remaining        Average                          Price of
  Exercise          Options           Life         Exercise         Options           Options
   Prices         Outstanding       in Years         Price        Exercisable       Exercisable
   ------         -----------       --------         -----        -----------       -----------
<S>                <C>                <C>          <C>             <C>                <C>  
    $0.50             20,000          8.03         $0.50            20,000            $0.50
     0.63            901,000          6.56          0.63           641,000             0.63
     0.75            126,000          4.56          0.75                 0             0.75
     0.84              6,000          4.58          0.84                 0             0.84
     0.88             15,000          7.92          0.88            10,000             0.88
     1.38              5,000          0.02          1.38             3,334             1.38
     1.44              2,500          0.02          1.44               833             1.44
     1.69              4,000          0.09          1.69             4,000             1.69
     1.75              4,000          0.09          1.75             4,000             1.75
     2.13              2,000          0.09          2.13             2,000             2.13
     5.88              2,000          0.09          5.88             2,000             5.88
     6.00             80,000          4.41          6.00            80,000             6.00
     6.25              4,000          0.09          6.25             4,000             6.25
    15.00              4,000          0.09         15.00             4,000            15.00
-----------        ---------          ----         -----           -------            -----
$0.50-15.00        1,175,500          6.08         $1.10           775,167            $1.32
===========        =========          ====         =====           =======            =====
</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 1997 and 1996: 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,
                                                     1997              1996
                                                     ----              ----
<S>                                               <C>               <C>
Adjusted proforma net loss....................    $(2,564,000)      $(2,736,000)
Adjusted proforma net loss per share..........         $(0.20)           $(0.23)
</TABLE>

The weighted average fair value of options granted during 1996 and 1997 was
$1.17 and $0.98, respectively.

At November 30, 1997, 4,533,532, shares were reserved for the issuance of
options and warrants.

8.  RELATED PARTY TRANSACTIONS

On November 30, 1997, the Company had short-term debt outstanding to Trilon
Dominion of $3,750,000 plus accrued interest (see Note 4). 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 450,000 shares (before dilution
adjustments). 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.



                                       25
<PAGE>   27



9.  DISCONTINUED OPERATIONS

On June 30, 1996, pursuant to a Purchase of Assets and Assumption of Sublease
Agreement, the Company sold certain assets of the Wilshire Medical Products
division ("WMP") to Acacia Laboratories of Texas, Inc. ("Acacia"), a
wholly-owned subsidiary of Acacia Laboratories, Inc., a California corporation,
that does business under the name of Horizon Medical, Inc. The assets sold
consisted of equipment, inventory, accounts receivable, patents, trademarks,
trade names, and regulatory approvals used in the Medical Products business. The
sale price of $1,082,000 consisted of $200,000 cash at closing, $342,000 in
accounts receivable to be collected by the Company, and $540,000 in a secured,
fully amortized, 36 month promissory note in favor of the Company, bearing
interest at the rate of 5% per annum.

Sales of WMP for the year ended November 30, 1996 were $888,000. The effect on
the results of operations from the sale of WMP for the year ended November 30,
1996 was $19,000.


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

None.




                                       26
<PAGE>   28



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 dated March 20, 1998

ITEM 10.  EXECUTIVE COMPENSATION.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement dated March 20, 1998

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 dated March 20, 1998

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required in this Item is incorporated herein by reference to the
Company's Proxy Statement dated March 20, 1998




                                       27
<PAGE>   29



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

        (a)  EXHIBITS:

        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)

        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)




                                       28
<PAGE>   30



        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)

        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)



                                       29
<PAGE>   31



        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)

        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)




                                       30
<PAGE>   32


        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)

        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)



                                       31
<PAGE>   33


        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)

        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)



                                       32
<PAGE>   34


        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.

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

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

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

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

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

        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.

        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.

        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.

        21     Subsidiaries of the Registrant.

        27     Financial Data Schedule.

        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   10-KSB for fiscal 1993
                        numbered Exhibit to Form 
</TABLE>



                                       33
<PAGE>   35



<TABLE>
<CAPTION>
                                                                  Exhibit
                             Document to which                  Designation
          Note                Cross Reference                     in such
        Reference                 is Made                         Document
        ---------                 -------                         --------
          <S>           <C>                                       <C>
           2            Form 8-K dated May 23,                    1
                        1994 (the "1994 8-K")

           3            1994 8-K                                  4

           4            1994 8-K                                  2

           5            1994 8-K                                  3

           6            Form 10-KSB for                           28
                        fiscal 1993

           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)

          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           10.1
                        (the "July 1995 QSB")

          15            July 1995 QSB                             10.2

          16            July 1995 QSB                             10.3

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

          18            October 1995 QSB                          10.2

          19            Form 8-K dated August 7, 1995             2
</TABLE>




                                       34
<PAGE>   36



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

          33            October 1995 QSB                          10.17

          34            October 1995 QSB                          10.18

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

          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
</TABLE>





                                       35
<PAGE>   37




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

          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.
</TABLE>


        (b)  REPORTS ON FORM 8-K.

             None



                                       36
<PAGE>   38



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 25, 1998                   By:   /s/ John Van Egmond
                                               ---------------------------------
                                           John Van Egmond,
                                           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                            February 25, 1998
------------------------------------        Chairman of the Board
       Ronald W. Cantwell


   /s/ John Van Egmond                      Director, and                           February 25, 1998
------------------------------------        President and Chief Executive Officer
       John Van Egmond                      (Principal Executive Officer)


   /s/ James W. Klingler                    Chief Financial Officer,                February 25, 1998
------------------------------------        Treasurer and Secretary
      James W. Klingler                     (Principal Financial Officer and
                                            Principal Accounting Officer)


   /s/ Charles H. Black
------------------------------------
       Charles H. Black                     Director                                February 25, 1998


   /s/ Joe E. Davis
------------------------------------
       Joe E. Davis                         Director                                February 25, 1998


   /s/ Ralph V. Whitworth
------------------------------------
       Ralph V. Whitworth                   Director                                February 25, 1998
</TABLE>



                                       37
<PAGE>   39



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <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 reement
               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)

        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)
</TABLE>



                                       38
<PAGE>   40

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>

        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)
</TABLE>



                                       39
<PAGE>   41

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>
        10.32  Credit Agreement dated November 18, 1994 between the Registrant
               and Dominion Capital,Inc., including form of Warrant and form of
               Note. (9)

        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)
</TABLE>





                                       40
<PAGE>   42


<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>
        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)

        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)
</TABLE>



                                       41
<PAGE>   43

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>
        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)

        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)
</TABLE>





                                       42
<PAGE>   44

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>
        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)

        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)
</TABLE>




                                       43
<PAGE>   45

<TABLE>
<CAPTION>
      Exhibit No.                                                                  Sequential Page No.
      -----------                                                                  -------------------
        <S>    <C>                                                                        <C>
        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.

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

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

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

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

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

        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.

        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.

        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.

        21     Subsidiaries of the Registrant.

        99     Risks and Uncertainties in Forward-Looking Statements.  (51)
</TABLE>


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



                                       44
<PAGE>   46



<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               1
                        (the "1994 8-K")

           3            1994 8-K                                  4

           4            1994 8-K                                  2

           5            1994 8-K                                  3

           6            Form 10-KSB for                           28
                        fiscal 1993

           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)

          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           10.1
                        (the "July 1995QSB")

          15            July 1995 QSB                             10.2

          16            July 1995 QSB                             10.3

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

          18            October 1995 QSB                          10.2

          19            Form 8-K dated August 7, 1995             2

          20            October 1995 QSB                          10.4
</TABLE>



                                       45
<PAGE>   47


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

          33            October 1995 QSB                          10.17

          34            October 1995 QSB                          10.18

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

          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
</TABLE>




                                       46
<PAGE>   48



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

          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.
</TABLE>



                                       47