UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, ~~2011~~2012

o£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ~~OF1934~~OF 1934

For the transition period from ________ to _______

Commission File Number: 2-92261

WESTBRIDGE RESEARCH GROUP

(Exact Name of registrant as specified in its charter)

California	95-3769474
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1260 Avenida Chelsea, Vista, California 92081

(Address of Principal Executive Offices and Zip Code)

(760) 599-8855

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock	None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. ~~Yes~~ o Yes £ No xS

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o £ No xS

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 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 S No o £

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every International Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S x No o£

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendments to this Form 10-K. o £

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o£ Accelerated filer o£ Non-Accelerated filer o£ Smaller reporting company S (Do not check if a smaller reporting company) ~~Smaller reporting company x~~

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o £ No x S

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $12,~~826~~072,~~172~~447.

At March 146, ~~2012~~2013, there were outstanding 2,~~148~~228,438 shares of the registrant’s common stock.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

		Page
PART I		1
	ITEM 1. BUSINESS	1
	ITEM 1A. RISK FACTORS	5
	ITEM 1B. UNRESOLVED STAFF COMMENTS	7
	ITEM 2. PROPERTIES	8
	ITEM 3. LEGAL PROCEEDINGS	8
	ITEM 4. MINE SAFETY DISCLOSURE	8
PART II		8
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
	ITEM 6. SELECTED FINANCIAL DATA	9
	ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	14
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	14
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
	ITEM 9A. CONTROLS AND PROCEDURES	14
	ITEM 9B. OTHER INFORMATION	15
PART III		16
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	16
	ITEM 11. EXECUTIVE COMPENSATION	18
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
	ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	23
PART IV		24
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	24

	Page
PART I
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	8
ITEM 2. PROPERTIES	8
ITEM 3. LEGAL PROCEEDINGS	8
ITEM 4. MINE SAFETY DISCLOSURE	8
PART II	9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6. SELECTED FINANCIAL DATA	9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	13
ITEM 9A. CONTROLS AND PROCEDURES	13
ITEM 9B. OTHER INFORMATION	15
PART III	15
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	15
ITEM 11. EXECUTIVE COMPENSATION	17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	22
PART IV	23
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	23

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933) that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. When we use the words “anticipates”, “plans”, “expects”, “believes”, “should”, “could”, “may”, and similar expressions, we are identifying forward-looking statements. These risks and uncertainties include, but are not limited to, a slow-down in the domestic or international markets for the Company’s products; greater competition for customers from businesses who are larger and better capitalized; local, state, federal or international regulatory changes which adversely impact the Company’s ability to manufacture or sell its products, particularly its organic products; the reliance of the Company on limited sources of raw materials; an increase in the Company’s costs of raw materials.

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward looking statements contained in this Annual Report on Form 10-K as a result of new information or future events or developments. You should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

PART I

ITEM 1. BUSINESS

OVERVIEW

Westbridge Research Group was incorporated in California in 1982. From inception, Westbridge Research Group and its wholly-owned subsidiary, Westbridge Agricultural Products (hereinafter referred to collectively as “Westbridge,” the “Company,” “we,” “our,” “us,” and “our company”) have engaged in the development, manufacture and marketing of environmentally compatible products for the agriculture industry. Those products are divided between conventional (non-organic) and organic. The Company has established a line of “sustainable” products which, while not organic, are more environmentally friendly. While still conventional, these sustainable products are offered to growers who are practitioners of developing biological systems which do not need high levels of toxic inputs. The Company also produces a line of products that are used in industrial bioremediation. During the past several years, the Company has placed an emphasis on the sale of agricultural inputs that meet the organic requirements as defined under the United States Department of Agriculture (“USDA”) National Organic Program (“NOP”). The Company’s products are sold principally in the western region of the United States, but it has international sales as well~~, mostly in Peru and South Korea~~. The Company sells its products through its own sales organization and through dealers and distributors. Depending on the product, the Company’s products are effective on vines and tree crops, berries and vegetables.

The Company’s executive offices are located at 1260 Avenida Chelsea, Vista, California 92081, and its telephone number is (760) 599-8855.

PRINCIPAL PRODUCTS AND THEIR MARKETS

The Company's environmentally sensitive products include proprietary formulations based primarily on the use of microbial fermentations and plant extracts, micronutrient blends containing primary and complex secondary nutrients, as well as additional natural humates and natural substances with growth promoting activity. Those products are generally divided between organic products and products that are not organic, often referred to as conventional products. Organic products are considered those that are made in accordance with government approved standards for organics. Those standards are defined under the USDA NOP.

Conventional Product Line

The Company’s conventional products are marketed under the trademarked brand names TRIGGRR®, SunBurst® and ~~Earthtrend~~EarthTrend®. Earthtrend is the Company’s line of sustainable products.

Two of the Company’s important conventional products are Soil TRIGGRR® and Foliar TRIGGRR®. These formulations are registered with the United States Environmental Protection Agency (“USEPA”) as plant growth regulators. The active components of these two formulas are "cytokinins" that affect rates of cell division and growth.

● • Soil TRIGGRR®, a liquid product that is applied to the soil at the time of planting or as a side dress or through drip irrigation to stimulate early seedling vigor, improve root development, and improve stand. Soil TRIGGRR® is commonly used on a wide variety of fruits and vegetables.

● • Foliar TRIGGRR®, which is applied as a liquid directly to plant foliage. The product has its primary use in stimulating root growth, promoting earlier and fuller flowering, and increasing seed set. Plants that Foliar TRIGGRR® is commonly used on include fruiting vegetables, tree fruit and row crops.

Soil TRIGGRR® and Foliar TRIGGRR® may be used with conventional farming practices and in combination with other agricultural chemicals, rendering them easy to apply and facilitating distribution. These products are inexpensive to use and in many crops produce yield increases sufficient to provide substantial increases in profits to the user.

Another group of important conventional products is sold under the trademark SunBurst®. These are specialty fertilizers which are micronutrient blends containing primary and complex secondary nutrients, as well as additional natural humates and natural substances with growth promoting activity. ~~The~~ The SunBurst® products are often used in conventional crop production such as table grapes, and in growing turf.

~~The~~Sustainable ~~Company~~Product also manufactures and markets a nematode suppressant called SUPPRESS®. SUPPRESS® does not kill the parasitic nematode directly; instead it interferes with the ability of the nematode to penetrate the plant roots. SUPPRESS® is composed of nontoxic, naturally occurring plant growth regulators that activate the plants natural defenses. SUPPRESS® products are frequently used on crops such as vines and tree fruit.Line

~~Sustainable~~The ~~Product~~Company ~~Line~~introduced its EarthTrend® line of products in 2010. The EarthTrend® line is conventional (non-organic), however its products are based on the concepts of sustainable agriculture. While the EarthTrend® products are not organic, the Company uses non-toxic or less toxic ingredients in these products.

~~The~~Organic ~~Company~~Product ~~introduced~~Line its Earthtrend® line of products in 2010. The Earthtrend® line is conventional (non-organic), however its products are based on the concepts of sustainable agriculture. While the Earthtrend® products are not organic, the Company uses non-toxic or less toxic ingredients in these products.

The Company’s organic products are marketed under the trademarked brand names TRIGGRR® and BioLink®. Organic ~~Product~~TRIGGRR® ~~Line~~is a liquid auxiliary soil and plant substance containing natural plant extracts. The product line includes Organic BioLink® NPK (nitrogen-phosphorus-potassium) blends and micro and macronutrient blends that can be used on most plants including fruits and vegetables, trees, vines, shrubs, flowering ornamentals and containerized plants. These NPK blends are designed to correct nitrogen, phosphorus, and potassium deficiencies. All of the liquid products can be delivered to plants by either soil or foliar applications. Organic products are formulated to be in compliance with the USDA NOP.

The Company’s organic products are marketed under the trademarked brand names TRIGGRR® and BioLink®. The product line includes NPK (nitrogen-phosphorus-potassium) blends and micro and macronutrient blends that can be used on most plants including fruits and vegetables, trees, vines, shrubs, flowering ornamentals and containerized plants. These NPK blends are designed to correct nitrogen, phosphorus, and potassium deficiencies through drip irrigation, but in some cases can also be used as foliar applications.Biocontrols

~~Bioremediation~~The Company is the exclusive distributor in the United States of Blossom ProtectTM and Botector®. These products are described under “Other Manufacturer’s Products”.

Although these products do not constitute a large portion of the Company’s sales, Westbridge also manufactures and sells environmental products, H4-502 and Sewage Treatment (ST-12), which are organic products formulated to control ammonia, alcohol and hydrogen sulfide odors. Bioremediation Nutrient Blends (the BNB product line) are bionutrient products that enhance compost maturity as well as accelerate the remediation of petroleum hydrocarbon contaminated sites. TRIGGRR® Cellulose Digester is designed to accelerate breakdown of stubble in low- or no-till farming operations. Customers who would be interested in this product line include composters and waste-water treatment facilities.Products

2Although these products do not constitute a large portion of the Company’s sales, Westbridge also manufactures and sells environmental products, H4-502 and Sewage Treatment (ST-12), which are organic products formulated to control ammonia, alcohol and hydrogen sulfide odors. Bioremediation Nutrient Blends (the BNB product line) are bionutrient products that enhance compost maturity as well as accelerate the remediation of petroleum hydrocarbon contaminated sites. TRIGGRR® Digester is designed to accelerate breakdown of stubble in low- or no-till farming operations. Customers who would be interested in this product line include composters and waste-water treatment facilities.

~~Adjuvants~~2

The Company sells non-ionic type spreaders, referred to as adjuvants, which provides quick wetting, more uniform water distribution, and increased retention of pesticide sprays by reducing surface tension of the spray droplets. The Company markets its adjuvants line as synergists with other competing biological pesticide products to achieve better efficacy.Adjuvants

~~Insect~~The ~~Repellant~~Company sells non-ionic type spreaders, referred to as adjuvants, which provides quick wetting, more uniform water distribution, and increased retention of pesticide sprays by reducing surface tension of the spray droplets. The Company markets its adjuvants line as synergists with other competing biological pesticide products to achieve better efficacy.

~~The~~Insect ~~Company’s product line also includes a liquid garlic-based insect repellant for use on most plants.~~Repellant

~~Programs~~The Company’s product line also includes a liquid garlic-based insect repellant for use on most plants.

The Company markets its products through recommended programs it has developed over the years to assist with plant success. These programs are based on the type of key crop. For example, it has established programs for crops such as table and wine grapes, strawberries and high value nut and fruit tree orchards. Each program consists of one and usually more of the Company’s products. The programs include instructional information concerning the optimum type of application and the frequency and the time of applications. The Company believes that this type of comprehensive approach is of significant value to the grower.Programs

~~DISTRIBUTION~~The ~~METHODS~~Company markets its products through recommended programs it has developed over the years to assist with plant success. These programs are based on the type of key crop. For example, it has established programs for crops such as table and wine grapes, strawberries and high value nut and fruit tree orchards. Each program consists of one and usually more of the Company’s products. The programs include instructional information concerning the optimum type of application and the frequency and the time of applications. The Company believes that this type of comprehensive approach is of significant value to the grower.

InDISTRIBUTION addition to an in-house sales force, the Company uses key regional and national distributors and dealers for reaching the U.S. market. Internationally, the Company has executed distribution agreements with in-place ag-chemical distributors to represent the Company's products in specified regions or countries. The Company has three large customers whose combined purchases amounted to 33% of the Company’s agricultural product sales in 2011. Sales to these customers amounted to 27% in 2010.METHODS

~~NEW~~In ~~PRODUCTS~~addition to an in-house sales force, the Company uses key regional and national distributors and dealers for reaching the U.S. market. Internationally, the Company has executed distribution agreements with in-place ag-chemical distributors to represent the Company's products in specified regions or countries. The Company has two large customers whose combined purchases amounted to 25% of the Company’s agricultural product sales in 2012. Sales to these customers amounted to 16% in 2011.

~~The~~OTHER Company is the exclusive distributor in the United States of the products Blossom ProtectTM and BotectorTM. Blossom ProtectTM is a biological product to combat fire blight, a bacterial disease that attacks apple and pear trees and other pome fruit. BotectorTM is a product for use in controlling the fungal disease botrytis and similar diseases in grapes, strawberries and other crops. Both products were approved by the USEPA in January 2012 and will be introduced to the American market this year. State regulatory requirements may delay the introduction of BotectorTM in some states. The products are also approved for use in organic production in accordance with the USDAMANUFACTURER’sS ~~National Organic Program (USDA NOP) and are appropriate for an IPM regime.~~PRODUCTS

~~Additionally,~~The ~~the~~ Company is ~~actively~~the ~~engaged~~exclusive distributor in ~~research~~the United States of the products Blossom ProtectTM and ~~development~~Botector®. ~~activity~~Blossom ProtectTM is a biological product to combat fire blight, a bacterial disease that attacks apple and pear trees and other pome fruit. Botector® is a product for ~~new~~use in controlling the fungal disease botrytis and similar diseases in grapes, strawberries and other crops. Both products were approved by the USEPA in January 2012 and isBlossom ~~also~~ProtectTM ~~investigating~~was ~~opportunities~~introduced to ~~either~~the ~~purchase~~American ormarket ~~seek~~in ~~distribution~~2012. ~~rights~~State regulatory requirements may delay the introduction of ~~new~~Botector® in some states. The products ~~from~~are ~~third~~also ~~parties~~approved for use in organic production in accordance with the USDA NOP and are appropriate for an Integrated Pest Management (IPM) regime.

~~PRODUCT~~Additionally, ~~DEVELOPMENT~~the ~~AND~~Company ~~RESEARCH~~is ~~AND~~actively ~~DEVELOPMENT~~engaged in research and development activity for new products and is also investigating opportunities to either purchase or seek distribution rights of new products from third parties.

~~The~~PRODUCT ~~Company~~DEVELOPMENT ~~uses~~AND anRESEARCH ~~internal~~AND program and contracts with universities and private government laboratories to conduct the majority of its research and development work in environmentally safe agriculture products and products that can be used with Integrated Pest Management (IPM) programs. These programs and contacts generate the field trials and data necessary to obtain the requisite government approvals and establish efficacy under commercial conditions.DEVELOPMENT

~~Research~~The Company uses an internal program and contracts with universities and private government laboratories to conduct the majority of its research and development ~~expenses~~work ~~for~~in environmentally ~~fiscal~~safe ~~years~~agriculture ~~2011~~products and ~~2010,~~products ~~respectively,~~that ~~were~~can ~~$305,125~~be used with IPM programs. These programs and ~~$281,324~~contracts generate the field trials and data necessary to obtain the requisite government approvals and establish efficacy under commercial conditions.

~~COMPETITION~~Research and development expenses for fiscal years 2012 and 2011, respectively, were $480,551 and $305,125.

Competition in the agricultural products market is significant, and there are a number of large and mid-size businesses in direct competition with the Company. The Company's agricultural products compete with chemical products of major specialty suppliers to the agricultural industry. Some of the advantages these major specialty companies have in supplying chemical products to the agricultural industry include well-established distribution networks, well-known products, experience in satisfying the needs of farmers and extensive capital resources. These competitors are able to conduct large advertising campaigns and conduct direct mail efforts targeting growers who may use their product.COMPETITION

3Competition in the agricultural products market is significant, and there are a number of large and mid-size businesses in direct competition with the Company. The Company's agricultural products compete with chemical products of major specialty suppliers to the agricultural industry. Some of the advantages these major specialty companies have in supplying chemical products to the agricultural industry include well-established distribution networks, well-known products, experience in satisfying the needs of farmers and extensive capital resources. These competitors are able to conduct large advertising campaigns and conduct direct mail efforts targeting growers who may use their product.

A number of other existing companies are engaged in research in the area of biotechnology relating to agriculture. The Company expects the biotechnology industry in agriculture to be very competitive in the future. Unlike chemical products, biotechnology products do not cause soil erosion, do not adversely affect the environment, are not dependent on petroleum products and do not present safety hazards to humans. Most of the Company's existing and potential competitors in agro-chemicals and biotechnology have more experience in operations, more extensive facilities and greater financial and other resources.3

~~MATERIALS~~A ~~AND~~number ~~SUPPLIERS~~of other existing companies are engaged in research in the area of biotechnology relating to agriculture. The Company expects the biotechnology industry in agriculture to be very competitive in the future. Unlike chemical products, biotechnology products do not cause soil erosion, do not adversely affect the environment, are not dependent on petroleum products and do not present safety hazards to humans. Most of the Company's existing and potential competitors in agro-chemicals and biotechnology have more experience in operations, more extensive facilities and greater financial and other resources.

~~The~~MATERIALS ~~Company~~AND purchases the raw materials for its products from a number of suppliers. A number of the Company’s employees devote substantial time to dealing with the purchase of materials and evaluating potential new suppliers. The Company has endeavored to diversify suppliers for many years, however there are a limited number of suppliers for certain raw materials used by the Company in its products.SUPPLIERS

~~MAJOR~~The ~~CUSTOMERS~~Company purchases the raw materials for its products from a number of suppliers. A number of the Company’s employees devote substantial time to dealing with the purchase of materials and evaluating potential new suppliers. The Company has endeavored to diversify suppliers for many years; however, there are a limited number of suppliers for certain raw materials used by the Company in its products.

~~Over~~MAJOR ~~the past three years, a majority of the Company’s sales, based on dollars sold, are to 15 companies. Most of these same companies have remained key customers for the past several years.~~CUSTOMERS

~~GOVERNMENT~~Over ~~REGULATIONS~~the past three years, a majority of the Company’s sales, based on dollars sold, are to 15 companies. Most of these same companies have remained key customers for the past several years.

~~The~~GOVERNMENT ~~Company's~~AND ~~activities~~OTHER are subject to regulation under various federal laws and regulations including, among others, the Occupational Safety and Health Act, the Toxic Substances Control Act, the National Environmental Policy Act, other water, air and environmental quality statutes, and export control legislation. The Company believes it has met its current obligations under the aforementioned regulations.REGULATIONS

InThe ~~addition to the foregoing requirements, the~~ Company's ~~agricultural~~activities ~~products~~are ~~must~~subject ~~often~~to regulation beunder ~~approved~~various byfederal ~~state~~laws ~~authorities~~and ~~before~~regulations ~~distribution~~including, inamong ~~a state. In some cases~~others, ~~this necessitates having to conduct field tests in~~ the ~~particular~~USDA’s ~~state~~National toOrganic ~~accumulate~~Program, the ~~necessary~~Occupational Safety ~~efficacy for registration. Soil TRIGGRR®~~ and ~~Foliar~~Health ~~TRIGGRR®~~Act, ~~have~~the ~~been~~Toxic ~~federally~~Substances ~~registered~~Control ~~with~~Act, the ~~USEPA.~~National ~~Blossom~~Environmental ~~ProtectTM~~Policy ~~and~~Act, ~~BotectorTM~~other ~~have~~water, ~~been~~air ~~registered~~and byenvironmental quality ~~their~~statutes, ~~manufacturer~~and ~~with~~export ~~the~~control ~~USEPA~~legislation. InThe ~~addition,~~Company ~~the~~believes ~~Company~~it has ~~registered~~met its ~~products~~current ~~with~~obligations ~~certain~~under ~~appropriate~~the ~~state agencies and is pursuing registration in other states~~aforementioned regulations.

~~The~~In ~~Company~~addition ~~has~~to ~~its~~the ~~organic~~foregoing requirements, the Company's agricultural products ~~reviewed~~must ~~and~~often be approved by state authorities before distribution in a state. In some cases, this necessitates having to conduct field tests in the particular state to accumulate the necessary efficacy for ~~use~~registration. Soil onTRIGGRR® ~~organically~~and ~~grown~~Foliar ~~crops~~TRIGGRR® have been federally registered with the USEPA. Blossom ProtectTM and Botector® have been registered by ~~either~~their ~~state~~manufacturer ~~certifiers~~with ~~accredited~~the ~~under~~USEPA. In addition, the ~~USDA~~Company ~~NOP~~has registered its products with certain appropriate state agencies and is pursuing registration in other states. In 2011, orthe byState of California, where the ~~Organic~~Company ~~Materials~~is ~~Review~~located, ~~Institute~~developed its ~~(OMRI)~~own regulatory compliance regime.

The ~~National~~Company ~~Organic~~has ~~Program~~its ~~under~~organic ~~the~~products ~~direction~~reviewed and ofapproved ~~the~~for ~~Agricultural~~use ~~Marketing~~on ~~Service~~organically ~~(AMS),~~grown iscrops anby ~~arm~~either ofstate certifiers accredited under the ~~United~~USDA ~~States~~NOP, ~~Department~~or ofby ~~Agriculture~~the Organic Materials Review Institute (OMRI). ~~This~~The ~~national~~State ~~program~~of ~~facilitates~~California ~~domestic~~recently ~~and~~adopted ~~international~~an ~~marketing~~approval process for certification of ~~fresh~~products ~~and~~as ~~processed~~organic for ~~food~~sale ~~that~~within isthe ~~organically~~state. ~~produced~~The ~~and~~Company ~~assures~~is ~~consumers~~obtaining ~~that~~certificates ~~such~~in ~~products~~compliance ~~meet~~with ~~consistent,~~the ~~uniform~~new ~~standards~~California regulations.

~~OMRI~~The isNOP aunder ~~national~~the direction ~~nonprofit~~of ~~organization~~the ~~that~~Agricultural ~~determines~~Marketing ~~which~~Service ~~input~~(AMS), ~~products~~is ~~are~~an ~~allowed~~arm ~~for~~of ~~use~~the inUSDA. ~~organic~~This ~~production~~national program ~~and~~facilitates ~~processing.~~domestic ~~OMRI~~and ~~Listed—or~~international ~~approved—products~~marketing ~~may~~of befresh ~~used~~and onprocessed ~~operations~~food that ~~are~~is ~~certified~~organically ~~organic~~produced ~~under~~and ~~the~~assures ~~USDA~~consumers that ~~National~~such ~~Organic~~products ~~Program~~meet consistent, uniform standards.

~~The~~OMRI ~~NOP~~is ~~announced~~ a ~~set~~national ofnonprofit ~~regulations~~organization that ~~effective~~determines ~~2009 meant to more strictly control those manufacturers of organic farm inputs~~ which ~~also~~input ~~produce~~products ~~conventional~~are ~~farm~~allowed ~~inputs.~~for ~~The~~use new rules require dual manufacturers of liquid fertilizers (dual means both conventional and organic fertilizers), which manufacture organic liquid fertilizers of more than 3 percent nitrogen, to have a USDA NOP accredited third-party expert certify that (i) there is no fraud in ~~the formulation of the~~ organic ~~fertilizer,~~production ~~(ii) the manufacturer has the appropriate infrastructure to produce the organic farm inputs,~~ and ~~(iii) a successful audit was conducted comparing incoming materials with outgoing finished product~~processing. ~~The~~OMRI ~~Company~~Listed—or ~~supports~~approved—products may ~~the~~be ~~implementation~~used ofon ~~these~~operations ~~regulations.~~that ~~Although~~are ~~the~~certified ~~Company does not currently manufacture an~~ organic ~~fertilizer~~under ~~that would mandate this certification,~~ the ~~Company~~USDA ~~has undergone annual inspections and has been certified~~NOP.

The ~~California~~NOP ~~Department~~announced a set of ~~Food~~regulations effective ~~and~~2009 ~~Agriculture~~meant to more strictly control those manufacturers of organic farm inputs which also produce conventional farm inputs. The new rules require dual manufacturers of liquid fertilizers (~~CDFA~~dual means both conventional and organic fertilizers), ~~has~~which ~~promulgated~~manufacture organic aliquid ~~number~~fertilizers of ~~proposed~~more ~~regulations~~than ~~related~~3 percent nitrogen, to have a USDA NOP accredited third-party expert certify that (i) there is no fraud in the ~~inspection~~formulation of ~~facilities~~the ~~producing~~ organic ~~fertilizers~~fertilizer, ~~under~~(ii) the ~~California~~manufacturer ~~Organic~~has ~~Products~~the ~~Act~~appropriate ofinfrastructure ~~2003~~to produce the organic farm inputs, and (iii) a successful audit was conducted comparing incoming materials with outgoing finished product. The Company supports the implementation of these regulations. Although the Company’s ~~facilities~~does ~~and~~not ~~records~~currently ~~underwent~~manufacture an ~~inspection~~organic byfertilizer that ~~CDFA~~would inmandate ~~October~~this ~~2011~~certification, the Company has undergone annual inspections and ~~passed~~has ~~that~~been ~~inspection~~certified.

~~MANUFACTURING~~Additionally, the California Department of Food and Agriculture (CDFA) has promulgated a number of proposed regulations related to the inspection of facilities producing organic fertilizers under the California Organic Products Act of 2003. The Company’s facilities and records underwent an inspection by CDFA in October 2011 and passed that inspection.

~~All of the Company's proprietary formulations and finished products are manufactured at its Vista, California facility.~~MANUFACTURING

~~SEASONALITY~~All of the Company's proprietary formulations and finished products are manufactured at its Vista, California facility.

~~Agricultural~~THIRD ~~product~~PARTY ~~sales~~DISTRIBUTION are typically seasonal in nature with heavier sales in the spring months. The Company is seeking to temper the seasonality of its agronomic sales by marketing its products in Latin American countries which typically produces sales in January, February and March of each year.CENTER

~~ENVIRONMENTAL~~In ~~LAWS~~response to customer requests, in 2013, the Company has started to use a third party warehouse and distribution center for the convenience of customers located in California’s central valley. The Company has no recent history working with such facilities and does not know if this facility will be useful to its customers and there is no assurance that use of this facility will result in increased sales.

In addition to certain regulations governing the manufacturing process for organic products, the Company is subject to environmental laws regarding its manufacturing process, air regulation and disposal requirements. The Company has worked diligently to comply with all such laws and is subject to inspections from time to time and other requirements of compliance.SEASONALITY

~~EMPLOYEES~~Agricultural product sales are typically seasonal in nature with heavier sales in the spring months. The Company is seeking to temper the seasonality of its agronomic sales by marketing its products in Latin American countries which typically produces sales in January, February and March of each year.

AtENVIRONMENTAL November 30, 2011, the Company had 19 employees, of which 15 are full-time and 4 are part time. None of these employees are covered by a collective bargaining agreement. The Company believes that its employee relations are satisfactory.LAWS

~~ITEM~~In 1Aaddition to certain regulations governing the manufacturing process for organic products, the Company is subject to environmental laws regarding its manufacturing process, air regulation and disposal requirements. ~~RISK~~ ~~FACTORS~~The Company has worked diligently to comply with all such laws and is subject to inspections from time to time and other requirements of compliance.

Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of our common stock. The risks described below are those we currently believe may materially affect us. If any of them occur, our business, financial condition, operating results or cash flow could be materially harmed.EMPLOYEES

~~RISKS~~At ~~RELATED~~November TO30, ~~OUR~~2012, ~~BUSINESS~~the Company had 23 employees, of which 21 are full-time and 2 are part time. None of these employees are covered by a collective bargaining agreement. The Company believes that its employee relations are satisfactory.

WeITEM ~~are~~1A. inRISK ~~a heavily regulated industry.~~FACTORS

~~The~~Investing ~~production~~in ofour ~~pesticides~~common isstock ~~regulated~~involves a byhigh ~~the~~degree ~~USEPA~~of ~~and~~risk. byAny ~~state~~potential ~~governments.~~investor ~~Those~~should ~~regulations~~carefully ~~require~~consider the ~~registration~~risks ofand ~~many~~uncertainties ofdescribed ~~our~~below ~~products. Should~~before ~~the~~purchasing any ~~registration~~shares of ~~one~~our orcommon ~~more~~stock. ofThe ~~our~~risks ~~products~~described bebelow ~~lost~~are ~~because~~those ofwe acurrently ~~change~~believe inmay ~~the~~materially ~~laws~~affect orus. ~~for~~If any ~~other~~of ~~reason~~them occur, itour ~~will~~business, ~~have~~financial ~~an adverse effect on the Company and its profitability. That consequence could be minor to severe depending on the product. Similarly~~condition, ~~the~~operating ~~Company~~results ~~could~~or becash ~~required~~flow ~~to make changes to its product formulations to comply with any newly enacted regulations, which changes~~ could be ~~costly~~materially ~~both in terms of raw material changes but also changes in the manufacturing process and the willingness of the Company’s raw material suppliers to disclose their manufacturing processes~~harmed.

~~The~~Risks Related production of organic fertilizers is regulated by the federal government and often by state governments. California is particularly becoming involved in the regulation of organic fertilizers. USDA NOP regulations require the Company to ~~adopt~~our aBusiness material evaluation program. This is evidence of the Company belief that the organics industry as a whole is coming under increasing scrutiny and growing regulation. New regulations and changes to existing regulations may have a number of adverse consequences to the Company and its profitability. The Company may find its cost of goods or manufacturing processes more expensive. Or, the Company may determine that under some circumstances it is unable to produce its organic fertilizers because of restrictive measures taken by the government or industry groups.

5We are in a heavily regulated industry.

The ~~Company’s~~production ~~Sales~~of ~~are~~pesticides ~~Impacted~~is regulated by ~~Weather~~the ~~Conditions~~USEPA and by state governments. Those regulations require the ~~Availability~~registration of ~~Water~~many of our products. Should the registration of one or more of our products be lost because of a change in the laws or for any other reason, it will have an adverse effect on the Company and its profitability. That consequence could be minor to severe depending on the product. Similarly, the Company could be required to make changes to its product formulations to comply with any newly enacted regulations, which changes could be costly both in terms of raw material changes but also changes in the manufacturing process and the willingness of the Company’s raw material suppliers to disclose their manufacturing processes.

The Company sells most of its products through distributors and dealers both nationally and internationally. A large number of end-users are located in the Pacific Northwest of the United States and California. The Pacific Northwest is a prime growing region in the United States for many of the crops that benefit from the Company’s products. However, that region is well-known for unpredictability in its weather. The Pacific Northwest is frequently subject to severe winter conditions that postpone or shorten the growing season or damage perennial tree crops. As a result, the Company’s sales of products into that region may from time to time be less than historically typical. The unpredictability of weather makes it difficult for the Company to forecast sales with any significant degree of certainty.5

~~California~~The ~~recently~~production ~~experienced~~of aorganic ~~multi-year~~fertilizers ~~drought.~~is regulated ~~During~~by ~~that~~the ~~time~~federal ~~the~~government and often by state ~~government~~governments. ~~limited~~California ~~water~~is ~~availability~~particularly tobecoming ~~growers~~involved in ~~certain~~the ~~parts~~ regulation of ~~California~~organic fertilizers. ~~Growers~~ ~~were~~USDA ~~advised~~NOP toregulations ~~use~~require ~~water~~the ~~wisely~~Company ~~and~~to ~~conserve~~adopt asa ~~much~~material asevaluation ~~possible~~program. ~~through~~This ~~good~~is ~~on-farm~~evidence ~~water~~of ~~management~~the Company ~~practices.~~belief ~~Additionally,~~that ~~water~~the ~~restrictions~~organics ~~may~~industry ~~occur~~ as a ~~result~~whole ofis ~~court~~coming ~~decisions~~under onincreasing ~~endangered~~scrutiny ~~species~~and asgrowing ~~was~~regulation. ~~the~~New ~~case~~regulations and ~~recently~~changes ~~with~~to existing regulations may have a number of adverse consequences to the ~~Delta~~Company ~~smelt~~and its profitability. If ~~water~~The ~~distribution~~Company may isfind ~~curtailed~~its ~~for~~cost ~~these~~of goods or ~~any~~manufacturing ~~other~~processes ~~reasons~~more expensive. Or, the Company ~~anticipates~~may determine that under some circumstances it is unable to produce its ~~sales~~organic infertilizers ~~California~~because ~~will~~of ~~decrease,~~restrictive ~~perhaps~~measures ~~substantially~~taken by the government or industry groups.

AThe ~~majority of the~~ Company’s sales are ~~concentrated~~impacted by onweather aconditions ~~few~~and ~~customers~~the availability of water.

AThe ~~small~~Company ~~number~~sells most of ~~customers~~its ~~have~~products through ~~historically~~distributors ~~accounted~~and ~~for~~dealers aboth ~~majority~~nationally ofand ~~the Company’s sales~~internationally. ~~Sales~~ ~~for~~A ~~the~~large ~~top~~number ~~three~~of ~~customers~~end-users ~~accounted~~are ~~for~~located ~~33%~~in ~~and~~the ~~27%~~Pacific Northwest of ~~sales~~the ~~revenues~~United inStates ~~2011~~ and ~~2010, respectively~~California. ~~There~~ isThe noPacific ~~assurance~~Northwest ~~that~~is ~~the~~a ~~Company’s~~prime ~~current~~growing ~~customers~~region ~~will~~in ~~continue~~the toUnited ~~place~~States ~~orders~~for ~~with~~many of the ~~Company,~~ crops that ~~the~~benefit ~~orders~~from bythe ~~existing~~Company’s ~~customers~~products. ~~will~~However, ~~continue~~that atregion ~~the~~is ~~levels~~well-known offor ~~previous~~unpredictability ~~periods,~~in orits ~~that~~weather. ~~the~~The ~~Company~~Pacific Northwest ~~will~~is befrequently ~~able~~subject to ~~obtain~~severe ~~orders~~winter ~~from~~conditions ~~new~~that ~~customers. The~~postpone ~~loss~~or ofshorten ~~one of more of~~ the ~~largest~~growing ~~customers~~season ~~will~~or ~~have~~damage anperennial ~~adverse~~tree crops. ~~impact~~As ona result, the Company’s sales ~~and~~of ~~operating~~products ~~results. A~~into ~~bankruptcy~~that ~~filing~~region bymay ~~one~~from ortime ~~more~~to oftime ~~the~~be ~~Company’s~~less ~~major~~than ~~customers~~historically ~~could~~typical. The ~~materially~~unpredictability ~~adversely~~of ~~affect~~weather makes it difficult for the Company’s ~~business,~~to ~~financial~~forecast ~~condition~~sales ~~and~~with ~~results~~any significant degree of ~~operations~~certainty.

~~The~~California ~~Company~~recently ~~may~~experienced ~~not~~a bemulti-year drought. ~~able~~During that time the state government limited water availability to ~~obtain~~growers ~~all~~in ~~raw~~certain ~~materials~~parts ~~necessary~~of California. Growers were advised to use water wisely and conserve as much as possible through good on-farm water management practices. Additionally, water restrictions may occur as a result of court decisions on endangered species as was the case recently with the Delta smelt. If water distribution is curtailed for these or any other reasons, the Company anticipates its ~~products~~sales in California will decrease, perhaps substantially.

~~The~~A ~~Company~~majority ~~is reliant on suppliers~~ of ~~raw~~the ~~materials~~Company’s ~~in order to manufacturer its products. Those raw materials~~ sales are ~~bought~~concentrated ~~from~~on ~~both domestic and international suppliers. In years of~~ a ~~strong~~few economy, there is significant competition for those materials making availability uncertain. Additionally, with greater competition the price of some raw materials will increase and not all of that additional expense will be passed onto customers. While starting in 2008 the world economy weakened and the demand for raw materials lessened, the Company has seen recent trends that raw materials are becoming once again more difficult to obtain and more expensive. Related to this, the value of the United States dollar compared to some currencies has decreased from time to time. This decrease in value made the cost of foreign raw materials more expensive than in previous periods. Such currency fluctuations may occur again in the future.

WeA ~~may~~small ~~not~~number beof ~~successful~~customers have historically accounted for a majority of the Company’s sales. Sales for the top two customers accounted for 25% and 16% of sales revenues in ~~acquiring~~2012 and 2011, respectively. There is no assurance that the Company’s current customers will continue to place orders with the Company, that the orders by existing customers will continue at the levels of previous periods, or ~~developing~~that the Company will be able to obtain orders from new ~~products~~customers. The loss of one of more of the largest customers will have an adverse impact on the Company’s sales and operating results. A bankruptcy filing by one or more of the Company’s major customers could materially adversely affect the Company’s business, financial condition and results of operations.

The Company ismay ~~attempting~~not ~~to expand its product offerings through licensing and distributing arrangements and by developing products in-house. There is no assurance that these attempts will~~ be ~~successful. Licensing~~able ~~of products requires identification of new products or determination of new applications for existing products and a willingness on the product owner~~ to ~~license the product. Additionally,~~ obtain all ~~products~~raw ~~need~~materials tonecessary befor ~~proven~~its ~~efficacious, which requires costly testing and a favorable result is not assured. Because many of the~~ products that may be sold by the Company must be registered with one or more government agencies, the registration process can be time consuming and expensive, and there is no guarantee that the product will obtain all needed registrations. The Company has obtained registration in some jurisdictions and not in others. In the Company’s view, the state of California has one of the most stringent regulatory environments and occasionally the Company may have federal registration but will be unable to sell a product in California.

6The Company is reliant on suppliers of raw materials in order to manufacturer its products. Those raw materials are bought from both domestic and international suppliers. In years of a strong economy, there is significant competition for those materials making availability uncertain. Additionally, with greater competition the price of some raw materials will increase and not all of that additional expense will be passed onto customers. While starting in 2008 the world economy weakened and the demand for raw materials lessened, the Company has seen recent trends that raw materials are becoming once again more difficult to obtain and more expensive. Related to this, the value of the United States dollar compared to some currencies has decreased from time to time. This decrease in value made the cost of foreign raw materials more expensive than in previous periods. Such currency fluctuations may occur again in the future. Finally, some countries have adopted policies which restrict the export of minerals if these items can be used or reserved for domestic production. In other cases, countries may suffer from domestic disturbances or worker actions that disrupt the flow of materials to the Company.

~~We can expect fluctuations in revenue from quarter to quarter and the seasonal nature makes the Company’s business more difficult to manage.~~6

~~The Company’s revenues vary from period to period for a number of factors.~~ We ~~sell~~may ~~products~~not ~~during~~be ~~growing~~successful ~~seasons. Although the Company has had some success~~ in ~~selling~~acquiring or ~~into~~developing ~~the~~new ~~southern hemisphere to capture another growing season, the large majority of its sales are in the United States, and most crops that benefit from our~~ products ~~are grown in spring and summer~~. Therefore, most of the Company’s revenues are realized in a six month period beginning in April. This requires us to build up inventories in the first and second quarters when our cash flow is weakest. Historically speaking, our cash flow is strongest in the third and fourth quarters.

WeThe ~~have~~Company is attempting to expand its product offerings through licensing and distributing arrangements and by developing products in-house. There is no ~~patents~~assurance that these attempts will be successful. Licensing of products requires identification of new products or determination of new applications for existing products and a willingness on ~~our~~the product ~~formulations~~owner to license the product. Additionally, all products need to be proven efficacious, which requires costly testing and a favorable result is not assured. Because many of the products that may be sold by the Company must be registered with one or ~~manufacturing~~more government agencies, the registration process can be time consuming and expensive, and there is no guarantee that the product will obtain all needed registrations. The Company has obtained registration in some jurisdictions and not in others. In the Company’s view, the State of California has one of the most stringent regulatory environments and occasionally the Company may have federal registration of a product but will be unable to sell that product in California. This is the case with Botector® which has been approved by the USEPA, but has not yet been approved by the California Department of Pesticide Regulation.

~~The~~We ~~Company’s~~can ~~product~~expect ~~formulations~~fluctuations ~~are~~in ~~carefully~~revenue from ~~protected~~quarter ~~trade~~to ~~secrets,~~quarter but we have no patents on our formulations. The Company believes that its formulations are still valuable proprietary information, but there is no assurance that they will not be copied. The manufacturing process for many of its products is also confidential and ~~maintained~~the asseasonal anature ~~trade~~makes ~~secret,~~the ~~but there is no assurance that a competitor cannot duplicate our processes. The~~ Company’s ~~has~~business ~~not~~more ~~decided~~difficult ifto ~~it will patent future products or processes~~manage.

The Company’s revenues vary from period to period for a number of factors. We ~~are~~sell ~~reliant~~products ~~upon~~during ~~key~~growing ~~senior~~seasons. ~~management~~Although ~~and~~the ~~any~~Company ~~discontinuation~~has had some success in selling into the southern hemisphere to capture another growing season, the large majority of ~~employment~~its ~~will~~sales ~~cause~~are ~~disruptions~~in the United States, and most crops that benefit from our products are grown in spring and summer. Therefore, most of the Company’s ~~prospects~~revenues are realized in a six month period beginning in April. This requires us to build up inventories in the first and second quarters when our cash flow is weakest. Historically speaking, our cash flow is strongest in the third and fourth quarters.

We ~~are~~have ~~highly~~no ~~dependent~~patents on our ~~management~~product ~~and scientific team and the loss of our President, Christine Koenemann~~ formulations or ~~our~~manufacturing ~~chief scientist, Dr~~process. Lawrence Parker, could adversely impact sales and significantly impede the efforts of the Company to acquire additional products or develop new products internally. Ms. Koenemann and Dr. Parker have entered into employment agreements with the Company, but there is no assurance they will not breach such agreements.

~~RISKS~~The ~~RELATED~~Company’s TOproduct ~~OWNING~~formulations are ~~OUR~~carefully ~~COMMON~~protected ~~STOCK~~trade secrets, but we have no patents on our formulations. The Company believes that its formulations are still valuable proprietary information, but there is no assurance that they will not be copied. The manufacturing process for many of its products is also confidential and maintained as a trade secret, but there is no assurance that a competitor cannot duplicate our processes. The Company has not decided if it will patent future products or processes.

~~Our~~We ~~stock~~are isreliant ~~not~~upon ~~traded~~key senior management and any discontinuation of employment will cause disruptions in the Company’s prospects.

~~There~~We isare nohighly ~~existing~~dependent ~~market~~on ~~for~~our management and scientific team and the loss of our ~~stock. It~~President, isChristine ~~not~~Koenemann ~~currently~~or ~~traded~~our chief scientist, Dr. Lawrence Parker, could adversely impact sales and ~~therefore~~significantly itimpede isthe ~~difficult~~efforts of the Company to ~~liquidate~~acquire ~~our~~additional ~~stock. The~~products ~~price~~or ~~for~~develop ~~our~~new ~~common~~products ~~stock,~~internally. Ms. ifKoenemann itand ~~were~~Dr. ~~traded,~~Parker ~~would~~have beentered ~~affected~~into byemployment aagreements ~~number~~with ofthe ~~factors~~Company, ~~including:~~but ~~product~~there ~~availability,~~is ~~weather~~no ~~and~~assurance ~~regulatory~~they ~~affairs~~will not breach such agreements.

~~Our~~Risks Related ~~principal~~to ~~shareholders~~Owning ~~have~~our ~~significant~~Common ~~voting~~Stock ~~power.~~

Our ~~officers, directors and principal shareholders own approximately 11.8% of the voting~~ stock ~~on a fully diluted basis (if all options are exercised). Although there~~ is nonot ~~voting agreement among them, this concentration of ownership may have an impact on the management and direction of the Company~~traded.

WeThere ~~incur~~is ~~substantial~~no ~~costs~~existing asmarket for our stock. It is not currently traded, and therefore it is difficult to liquidate our stock. The price for our common stock, if it were traded, would be affected by a ~~result~~number of ~~being~~factors, aincluding: ~~public~~product ~~company~~availability, weather and regulatory affairs.

AsOur aprincipal ~~public~~shareholders ~~company,~~have ~~we incur~~ significant voting ~~legal, accounting and other expenses~~power. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, has required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~ITEM~~Our 1Bofficers, directors and principal shareholders own approximately 11. ~~UNRESOLVED~~8% ~~STAFF~~of ~~COMMENTS~~the voting stock on a fully diluted basis (if all options are exercised). Although there is no voting agreement among them, this concentration of ownership may have an impact on the management and direction of the Company.

~~As a smaller reporting company we are not required to respond to this item.~~7

7We incur substantial costs as a result of being a public company.

~~ITEM~~As 2a public company, we incur significant legal, accounting and other expenses. ~~PROPERTIES~~ In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, has required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~The~~ITEM ~~Company's principal executive office is located at 1260 Avenida Chelsea, Vista, California 92081~~1B. ~~This~~ ~~facility~~UNRESOLVED ~~consists~~STAFF of 19,504 square feet and is used for offices, a laboratory and the production and storage of agricultural products and materials. The Company leases these facilities under a lease that was originally set to expire in January, 2015. The lease commenced on February 1, 2007 with early possession on January 1, 2007, and a term of eight (8) years. The Company had an option under the original lease to extend the term for an additional three (3) years at the fair market rate at the time of extension. The rent under the lease for the initial year is approximately $13,650 per month, with increases by three percent (3%) each year. The Company was required to pay certain other customary expenses under the lease. The Company installed improvements to the facility totaling approximately $350,000 and new equipment totaling approximately $230,000. In August, 2010, the Company negotiated an extension of the term for an additional four years to January 31, 2019 with the option of an additional three year extension through January 31, 2021. The new lease agreement gave the Company a $1,000 per month rent decrease beginning September 1, 2010 through the end of the initial lease term, January 31, 2015. The monthly rent for the option period will be established at fair market value by November 1, 2014. Rent is being expensed on a straight-line basis over the term of the lease.COMMENTS

The Company entered into a lease on April 8, 2011 of a free-standing industrial building located at 1251 Avenida Chelsea, Vista, California 92081. It occupies approximately 11,300 square feet of that building for use primarily as a storage space. The lease commenced on May 1, 2011, with early occupancy on April 8, 2011. The lease has a term of four years with an option to extend the term for an additional forty-five months at the fair market rate at the time of extension. The rent under this lease was $2,750 per month through December 31, 2011, and is $6,215 per month for the period January 1, 2012 through December 31, 2012, and will be $6,441 per month for the period January 1, 2013 through April 30, 2015.None

~~For~~ITEM ~~the period December 1, 2010 through April 30, 2011, the Company continued the rent under a month-to-month lease a storage space of 3,883 square feet for $~~2~~,000 per month~~. PROPERTIES

~~Rent~~The ~~expense~~Company's onprincipal ~~the~~executive office is located at 1260 Avenida Chelsea, Vista, California 92081. This facility consists of 19,504 square feet and is used for offices, a laboratory and the ~~years~~production ~~ending~~and ~~November~~storage ~~30,~~of ~~2011~~agricultural products and ~~2010~~materials. The Company leases these facilities under a lease that was ~~$182~~originally set to expire in January,~~076~~ ~~and~~2015. ~~$174~~The lease commenced on February 1,~~294~~ 2007 with early possession on January 1, ~~respectively~~2007, and a term of eight (8) years. The ~~rent~~Company ~~expense~~had an option under the original lease to extend the term for an additional three (3) years at the ~~1251~~fair ~~Avenida~~market ~~Chelsea~~rate ~~facility~~at the time of extension. The rent under the lease for the ~~period~~initial ~~May~~year 1is approximately $13,650 ~~2011~~per month, with increases by three percent (3%) each year. The Company was required to ~~November~~pay 30certain other customary expenses under the lease. The Company installed improvements to the facility totaling approximately $350,000 ~~2011~~and ~~was~~new equipment totaling approximately $19230,~~250~~000. ~~Rent~~In ~~expense~~August, on2010, the ~~storage~~Company ~~facility~~negotiated ~~rented~~an byextension of the ~~Company~~term onfor aan ~~month-~~additional four years to~~-month~~ ~~basis~~January 31, ~~for~~2019 with the ~~period~~option ~~December~~of 1,an ~~2010~~additional tothree ~~April~~year 30extension through January 31, ~~2011~~2021. ~~was~~The new lease agreement gave the Company a $81,000 ~~and~~per ~~for~~month ~~the~~rent ~~year~~decrease ~~ending~~beginning ~~November~~September 1, 2010 through the end of the initial lease term, January 31, 2015. The monthly rent ~~expense~~for ~~was~~the ~~$24~~option period will be established at fair market value by November 1,~~000~~ 2014. Rent is being expensed on a straight-line basis over the term of the lease.

~~ITEM~~The 3Company entered into a lease on April 8, 2011 of a free-standing industrial building located at 1251 Avenida Chelsea, Vista, California 92081. ~~LEGAL~~ ~~PROCEEDINGS~~It occupies approximately 11,300 square feet of that building for use primarily as a storage space. The lease commenced on May 1, 2011, with early occupancy on April 8, 2011. The lease has a term of four years with an option to extend the term for an additional forty-five months at the fair market rate at the time of extension. The rent under this lease was $2,750 per month through December 31, 2011, and is $6,215 per month for the period January 1, 2012 through December 31, 2012, and will be $6,441 per month for the period January 1, 2013 through April 30, 2015.

~~(a)~~ Rent expense on the 1260 Avenida Chelsea facility for the years ending November 30, 2012 and 2011 was $182,076 and $182,076, respectively. The ~~Company~~rent isexpense ~~not~~for athe ~~party~~1251 Avenida toChelsea storage facility for the years ending November 30, 2012 and ~~its~~2011 ~~property~~was is$74,580 ~~not~~and $19,250. Rent expense on the ~~subject~~old storage offacility rented by the Company on a month-to-month basis for the years ending November 30, ~~any~~2012 ~~pending~~and ~~legal~~2011 ~~proceeding~~was $0 and $8,000.

~~(b) No~~In ~~proceeding~~January ~~was~~2013, ~~terminated~~the ~~during~~Company ~~the~~entered ~~fourth~~into a ~~quarter~~month ofto ~~the~~month ~~fiscal~~agreement ~~year~~with a third party warehouse and distribution center. The monthly rent is dependent upon activity but no less than $250 per month. The Company expects to keep rent to a minimum and not to exceed $500 per month.

ITEM 43. ~~MINE~~ ~~SAFETY~~LEGAL ~~DISCLOSURE~~PROCEEDINGS

~~Not~~(a) The ~~applicable~~Company is not a party to, and its property is not the subject of, any pending legal proceeding.

~~PART~~(b) No IIproceeding was terminated during the fourth quarter of the fiscal year.

ITEM 54. ~~MARKET~~ ~~FOR~~MINE ~~REGISTRANT’S~~SAFETY ~~COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~DISCLOSURE

~~(a) Principal~~Not ~~Market~~applicable. ~~There is no established public trading market for the Company’s single class of common stock.~~

(b) Approximate Number of Holders for Common Stock. Many holders of the common stock hold their shares in “street name” accounts and are not individually shareholders of record. The approximate number of record holders of Company’s Common Stock as of November 30, 2011, was 619. The transfer agent for our shares is Continental Stock Transfer and Trust Company, 17 Battery Place 8th Floor, New York, New York 10004, tel: 212-509-4000, www.continentalstock.com.8

8PART II

~~ITEM~~(a) Principal 6Market. ~~SELECTED~~ ~~FINANCIAL~~There ~~DATA~~is no established public trading market for the Company’s single class of common stock.

As(b) Approximate Number aof ~~smaller~~Holders ~~reporting~~for ~~company~~Common weStock. Many holders of the common stock hold their shares in “street name” accounts and are not ~~required~~individually toshareholders ~~provide~~of ~~information~~record. ~~typically~~The ~~disclosed~~approximate ~~under~~number ~~this~~of ~~section~~record holders of Company’s Common Stock as of November 30, 2012, was 604. The transfer agent for our shares is Continental Stock Transfer and Trust Company, 17 Battery Place 8th Floor, New York, New York 10004, tel: 212-509-4000, www.continentalstock.com.

~~ITEM~~(c) Repurchases; 7Dividends. ~~MANAGEMENT~~ The Company has not repurchased any of its stock for the fiscal year ending November 30, 2012. The Company has paid no dividends during that same period. There are no contractual restrictions that materially limit the Company'Ss ~~DISCUSSION~~present ~~AND~~or ~~ANALYSIS~~future OFability ~~FINANCIAL~~to ~~CONDITION~~pay ~~AND~~dividends. The ~~RESULTS~~Company OFdoes ~~OPERATIONS~~not expect to pay dividends in the foreseeable future.

~~Forward~~ITEM ~~Looking~~6. ~~Statements~~SELECTED FINANCIAL DATA

~~The~~As ~~following~~a ~~discussion~~smaller ~~and~~reporting ~~analysis~~company ofwe ~~the~~are ~~Company’s~~not required ~~financial~~to ~~condition~~provide ~~and~~information ~~the~~typically ~~results~~disclosed ofunder ~~operations should be read in conjunction with the financial statements and related notes appearing elsewhere in~~ this ~~Annual Report on Form 10-K~~section.

~~The~~ITEM ~~following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition~~7. ~~You~~ ~~should~~MANAGEMENT'S ~~read~~DISCUSSION ~~this~~AND ~~analysis~~ANALYSIS inOF ~~conjunction~~FINANCIAL ~~with~~CONDITION ~~our~~AND ~~audited~~RESULTS ~~consolidated~~OF financial statements and related footnotes. This discussion and analysis contains forward-looking statements relating to future events and our future financial performance. The statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from those results expressed or implied by these forward-looking statements, including those set forth in this Annual Report.OPERATIONS

~~General~~Forward Looking Statements

WeThe ~~maintain~~following adiscussion ~~strategy~~and ~~for growth through stressing expansion~~ analysis of ~~sales of our organic products and~~ the ~~continued development of our product offerings. The~~ Company’s isfinancial ~~also~~condition ~~seeking~~and ~~to acquire biological products for~~ the ~~control~~results of ~~damaging~~operations ~~insects~~should ~~or plant pathogens, which can~~ be ~~organically~~read ~~certified for use~~ in ~~organic~~conjunction ~~fruit~~with and crop production or utilized in Integrated Pest Management (IPM). These potential biological products may be acquired through either purchase or distribution agreement arrangements. The Company is beginning the ~~distribution~~financial ~~of two such products, Blossom ProtectTM~~ statements and ~~BotectorTM.~~related Itnotes isappearing ~~highly~~elsewhere ~~likely~~in ~~that~~this ~~any~~Annual ~~new~~Report ~~technology~~on ~~will~~Form ~~be required to be registered with the United States Environmental Protection Agency~~10-K.

WeThe ~~believe~~following discussion and analysis provides information that ~~the~~we ~~key~~believe ~~drivers~~is ofrelevant ~~growth~~to ~~for~~an ~~2012~~assessment and ~~beyond~~understanding ~~will~~of beour ~~sales~~results of operations and financial condition. You should read this analysis in conjunction with our ~~organic~~audited ~~and~~consolidated ~~environmentally~~financial ~~friendly~~statements ~~products~~and related footnotes. We This ~~sell~~discussion and analysis contains forward-looking statements relating to future events and our ~~organic~~future ~~products~~financial ~~for~~performance. The ~~use~~statements oninvolve aknown ~~number~~and ofunknown ~~crops~~risks, ~~including~~uncertainties ~~grapes,~~and ~~tree~~other ~~fruits~~factors that may cause our actual results to be materially different from those results expressed or implied by these forward-looking statements, ~~berries~~including ~~and~~those ~~row~~set ~~crops~~forth in this Annual Report.

As stated elsewhere, our business is seasonal. Our products are used mostly in the growing period, so a majority of our products are sold in the six months following February. We are selling into South American where the growing season is counter to the American season and we are attempting to expand that market reducing our exposure to the North American growing season.General

~~While~~We ~~the~~maintain ~~demand~~a strategy for ~~organic~~growth ~~farm~~through stressing ~~inputs~~expansion ~~increases,~~of ~~there~~sales ~~remains~~of aour ~~limited~~organic ~~supply~~products and the continued development of ~~allowed~~our ~~organic~~product ~~raw~~offerings. ~~materials~~The Company is also seeking to acquire biological products for the ~~formulation~~control of ~~the~~damaging ~~Company’s~~insects ~~finished~~or plant pathogens, which can be organically certified for use in organic fruit and crop production or utilized in IPM. These potential biological products ~~due~~may tobe ~~increased~~acquired ~~competition~~through either purchase or distribution agreement arrangements. The Company is ~~also~~beginning ~~facing~~the andistribution ~~increase~~of inthe ~~freight~~products, Blossom ProtectTM and ~~packaging~~Botector®. ~~material~~It ~~costs~~is highly likely that any new technology will be required to be registered with the United States Environmental Protection Agency.

~~Fiscal~~We ~~Year~~believe ~~2011~~that ~~Compared~~the key drivers of growth for 2013 and beyond will be sales of our organic and environmentally friendly products. We sell our organic products for use on a number of high value crops, including grapes, tree fruits, berries and row crops. The recent reformulation of one of the Company’s top selling fertilizer products in California for use by organic growers will have an adverse impact on the Company as it is unknown how the reformulation will be accepted in the market place. However, this product may continue to ~~Fiscal~~be ~~Year~~used ~~2010~~by conventional growers and therefore the magnitude of the loss cannot be determined.

Total product sales were $4,826,434 in fiscal 2011 compared with $4,238,308 in fiscal 2010, an increase of approximately 14% or $588,126. Prices for the Company's existing products remained stable during fiscal 2011. Production by gallons was 304,281 in 2011 and 241,968 in 2010. Our production gallons increased approximately 26% in fiscal 2011 compared with fiscal 2010. While the Company’s production in gallons increased by approximately 26% in 2011, its total product sales increased by approximately 14% for the same period. This is due to an increase in production and sale of lower priced products in fiscal 2011 when compared with fiscal 2010.9

9As stated elsewhere, our business is seasonal. Our products are used mostly in the growing period, accordingly, a majority of our products are sold in the six months following February. We are selling into South America where the growing season is counter to the North American season and we are attempting to expand that market reducing our exposure to the North American growing season.

~~Cost~~While ofthe ~~sales~~demand asfor aorganic ~~percentage~~farm ofinputs increases, ~~total~~there ~~product~~remains ~~sales~~a ~~increased~~limited tosupply ~~approximately~~of ~~45%~~allowed ~~(or~~organic ~~$2,164,823)~~raw inmaterials ~~fiscal~~for ~~2011~~the asformulation ~~compared~~of ~~with~~the ~~44%~~Company’s ~~(or~~finished products ~~$1,844,924)~~due into ~~fiscal~~increased ~~2010. The~~competition ~~percentage~~for ~~remained~~those ~~relatively~~materials. ~~constant~~The asCompany ~~the~~is ~~cost~~also offacing ~~raw~~an ~~materials~~increase ~~used~~ in ~~production~~freight ofand ~~our~~packaging ~~products generally remained the same from 2010 to 2011~~material costs.

~~Research~~Fiscal ~~and~~Year ~~development~~2012 ~~expenses~~Compared ~~increased approximately 8% or $23,801, from $281,324~~ to ~~$305,125. This~~Fiscal Year ~~increase is primarily due to increased testing of potential new products.~~2011

~~Selling~~Total ~~expenses~~product ~~increased~~sales bywere $606,~~031~~557,989 ~~from~~in fiscal 2012 compared with $14,~~244~~826,~~125~~434 in fiscal ~~2010~~2011, toan increase of approximately 36% or $1,~~304~~731,~~156~~555. The increase in ~~fiscal~~sales ~~2011~~is primarily due to increased sales in parts of the Midwest, ~~however~~along ~~selling~~with ~~expenses~~the ~~decreased~~introduction of its new biological control product in the Pacific Northwestern region of the United States. In addition, this increase is due to the Company’s sales and educational efforts over a number of years resulting in its products gaining acceptance with growers and distributors. Prices for the Company's existing products remained stable during fiscal 2012. Production by gallons was 356,496 in 2012 and 304,281 in 2011. Our production gallons increased approximately 2717% ofin fiscal 2012 compared with fiscal 2011. The Company’s total product sales ~~from~~increased by approximately 2936% ofin ~~product~~fiscal ~~sales. This~~2012 ~~increase~~while the production in ~~selling~~gallons ~~expenses~~increased isby ~~primarily~~approximately 17% for the same period. This is due to anapproximately 24% of the Company’s sales increase inbeing ~~salaries~~derived ~~related~~from toproduct that is not produced by the ~~addition~~Company and approximately 38% of the sales ~~and~~increase ~~marketing~~is ~~staff~~in the Company’s higher priced products in fiscal 2012 when compared with fiscal 2011.

~~General~~Cost ~~and~~of ~~administrative~~sales ~~expenses~~as ~~increased~~a ~~from~~percentage ~~2010~~of tototal product ~~2011~~sales bydecreased 15to approximately 44% (or $~~119~~2,~~753~~894,134) ~~from~~in ~~$775,971~~fiscal to2012 as compared with 45% (or $~~895~~2,~~724.~~164,823) ~~This~~in ~~increase~~fiscal is2011. The ~~primarily~~percentage ~~related~~remained torelatively constant as the ~~costs~~cost of araw ~~business~~materials ~~consultant~~used ~~and~~in ~~the~~production ~~hiring~~ of aour ~~chief~~products ~~financial~~generally ~~officer~~remained the same from 2012 to 2011.

~~Interest~~Research ~~expense~~and ~~decreased~~development byexpenses 28increased approximately 57%, or $3175,~~240~~426, from $11305,~~538~~125 to $8480,~~298~~551. This ~~decrease~~increase is primarily due to the ~~pay~~addition ~~off~~of aresearch ~~note~~and ~~payable~~development staff and ~~reduced~~increased ~~interest~~trials ~~at the end~~ of ~~the~~potential ~~capital~~new ~~lease~~products.

~~Net~~Selling ~~income~~expenses ~~for~~increased by $404,544, from $1,304,156 in fiscal 2011 ~~was~~to $~~313~~1,~~418~~708,700 ~~compared~~in ~~with~~fiscal ~~net~~2012, ~~income~~however selling expenses decreased to approximately 26% of ~~$246,645~~product sales in fiscal ~~2010~~2012 from approximately 27% of product sales in fiscal 2011. ~~The~~This increase in ~~net~~selling ~~income~~expenses is ~~due~~primarily due to increased ~~sales~~commission ofrelated ~~the~~to ~~Company’s~~increased ~~products~~sales, ~~and~~an ~~the~~increase ~~receipt~~in ofsalaries ~~payments~~ related to the ~~sale~~addition of ~~the~~sales ~~Mexico~~and ~~property~~marketing ~~which~~staff, and ~~are~~increased ~~being~~advertising ~~recognized~~and astrade ~~other~~show ~~income~~expenses.

~~Fiscal~~General ~~Year~~and ~~2010~~administrative ~~Compared~~expenses increased from 2011 to ~~Fiscal~~2012 ~~Year~~by ~~2009~~4% or $31,788, from $895,724 to $927,512. This increase is primarily due to increased salaries and related benefits.

~~Total~~Interest ~~product~~expense ~~sales~~decreased ~~were~~by $471%,~~238,308~~ ~~in fiscal 2010 compared with~~ or $35,~~908~~912,~~152~~ infrom ~~fiscal 2009~~$8,298 anto ~~increase of approximately 8% or~~ $~~330~~2,~~156~~386. ~~Prices~~ ~~for~~This ~~the~~decrease ~~Company's~~is ~~existing~~primarily ~~products~~due ~~remained~~to ~~stable during fiscal 2010. Production by gallons was 241,968 in 2010 and 241,136 in 2009. Our production gallons remained~~ the ~~same,~~pay ~~however,~~off ~~our~~a ~~sales~~capital inlease ~~2010 increased~~ in ~~our~~fiscal ~~higher priced products and decreased in our lower priced products~~2012.

~~Cost~~Net ofincome ~~sales~~for asfiscal a2012 ~~percentage~~was ~~of total product sales decreased to approximately 44% (or~~ $1499,~~844,924) in fiscal 2010 as~~ 288 compared with ~~47%~~net ~~(or~~income of $1313,~~840,880)~~418 in fiscal ~~2009~~2011. ~~This~~ ~~decrease~~The increase in ~~percentage~~net ofincome ~~costs~~ is primarily due to ~~product~~increased ~~mix~~sales of ~~higher~~the ~~margin~~ Company’s products ~~sold in fiscal 2010~~.

~~Research~~Fiscal ~~and~~Year ~~development~~2011 ~~expenses~~Compared ~~increased approximately 18% or $42,986, from $238,338~~ to ~~$281,324.~~Fiscal Year ~~This increase is primarily due to increased outside lab analysis expenses relating to the testing of potential new products and travel related expenses.~~2010

~~Selling~~Total ~~expenses increased to approximately 29% of~~ product sales ~~from~~were ~~approximately 23% of product sales. Selling expenses increased by~~ $~~333~~4,~~336 from $910~~826,~~789~~434 in fiscal ~~2009~~2011 tocompared with $14,~~224~~238,~~125~~308 in fiscal 2010~~. This~~, an increase inof ~~selling~~approximately ~~expenses~~14% isor ~~primarily~~$588,126. ~~due~~Prices tofor ~~a reversal in allowance of~~ the Company’'s ~~long-term~~existing products ~~receivable~~remained ~~pertaining~~stable toduring ~~the~~fiscal ~~sale of the Mexico property~~2011. ~~The~~Production ~~adjustment~~by togallons ~~the allowance~~ was ~~$226~~304,~~270~~281 in ~~fiscal~~2011 ~~2009~~ and ~~was~~241,968 ~~included~~ in ~~the selling expenses~~2010. ~~Without~~Our ~~this~~production ~~adjustment,~~gallons increased ~~selling~~approximately ~~expenses~~26% ~~for~~in fiscal ~~2009~~2011 ~~would~~compared ~~have~~with ~~been~~fiscal ~~$1,137,059~~2010. ~~which~~While ~~would~~the ~~have~~Company’s ~~resulted~~production in angallons ~~increase~~increased by inapproximately ~~selling~~26% ~~expenses~~in ~~of $107~~2011,~~066,~~ orits ~~9%,~~total ~~from~~product ~~fiscal~~sales ~~2009. This~~increased ~~increase~~by isapproximately ~~primarily~~14% ~~due~~for tothe ~~increased~~same ~~commission~~period. ~~expense~~This ~~related~~is due to ~~the~~an increase in ~~product~~production ~~sales~~and ~~for~~sale ~~one~~of ~~independent~~lower ~~contractor~~priced ~~and~~products anin ~~increase~~fiscal in2011 ~~advertising~~when ~~and~~compared ~~marketing~~with ~~expenses~~fiscal 2010.

~~General~~Cost ~~and~~of ~~administrative~~sales ~~expenses~~as a percentage of total product sales increased byto 5approximately 45% (or $362,~~418~~164,823) ~~from~~in ~~$739,553~~fiscal to2011 as compared with 44% (or $~~775~~1,~~971~~844,924) in fiscal 2010. ~~This~~ The ~~increase~~percentage isremained ~~primarily~~relatively ~~related~~constant toas the ~~addition~~cost of araw ~~business~~materials ~~consultant~~used in production of our products generally remained the same from 2010 to 2011.

Interest expense decreased by 70%, or $26,549, from $38,087 to $11,538. Of this decrease, approximately $22,000 is primarily due to the write off of certain capitalized lease costs during 2009 for which there was no future perceived benefit.10

~~Net~~Research ~~income~~and ~~for~~development ~~fiscal~~expenses ~~2010~~increased approximately ~~was~~8% or $~~246~~23,~~645~~801, ~~compared~~from ~~with a net income of~~ $~~183~~281,~~873~~324 into ~~fiscal 2009~~$305,125. ~~The~~This increase ~~in net income~~ is primarily due to ~~the~~increased ~~receipt~~testing of ~~payments~~potential ~~related~~new ~~to the sale of the Mexico property which are being recognized as other income~~products.

10Selling expenses increased by $60,031, from $1,244,125 in fiscal 2010 to $1,304,156 in fiscal 2011, however selling expenses decreased to approximately 27% of product sales from approximately 29% of product sales. This increase in selling expenses is primarily due to an increase in salaries related to the addition of sales and marketing staff.

~~Liquidity~~General and ~~Capital~~administrative ~~Resources~~expenses increased from 2010 to 2011 by 15% or $119,753, from $775,971 to $895,724. This increase is primarily related to the costs of a business consultant and the hiring of a Chief Financial Officer.

~~Cash~~Interest expense decreased by 28%, or $3,240, from $11,538 to $8,298. This decrease is primarily due to the pay off a note payable and ~~Cash~~reduced ~~Equivalents~~interest at the end of the capital lease.

Net ~~working~~income ~~capital~~for ~~increased~~fiscal to2011 was $2313,~~301,541~~418 compared inwith ~~fiscal~~net ~~year~~income ~~2011~~of ~~compared to~~ $1246,~~955,769~~645 in fiscal ~~year~~ 2010. At ~~November~~The ~~30,~~increase ~~2011,~~in net income is due to increased sales of the Company’s products ~~had~~and ~~approximately~~the ~~$1,320,000~~receipt inof ~~cash~~payments ~~and~~related ~~cash~~to ~~equivalents~~the sale of the Mexico property which are being recognized as other income.

~~Operating~~Liquidity ~~Activities~~and Capital Resources

~~The~~Net ~~Company~~working ~~used~~capital ~~cash~~increased ~~flows~~to ~~in operations of~~ $362,~~402~~994,328 in ~~and~~fiscal ~~generated~~year ~~cash~~2012 ~~flows~~compared ~~from~~to ~~operations of~~ $~~454~~2,~~300~~301,541 ~~for~~in ~~the~~fiscal ~~years~~year ~~ended~~2011. At November 30, ~~2011 and 2010~~2012, ~~respectively.~~the ~~The~~Company ~~decrease~~had approximately $1,532,000 in cash ~~flows~~and ~~was~~cash ~~primarily attributable to a substantial investment in raw materials inventory~~equivalents.

~~The~~Operating Company generated cash flows from operations of $454,300 for the year ended November 30, 2010 and used cash in operations of $425,223 for the year ended November 30, 2009. The increase in cash flows was primarily attributable to the increase in sales and profitability in 2010, some of which was due to the collection of proceeds from sale of the Mexico property. This was partially offset by our extension of credit to our customers and other changes in our current assets and liabilities. Other increases were driven by certain non-cash transactions, including depreciation expense and stock compensation expense partially offset by changes in deferred taxes.Activities

~~Investing~~The ~~Activities~~Company generated cash flows from operations of $384,806 and used cash flows from operations of $36,402 for the years ended November 30, 2012 and 2011, respectively. The increase in cash flows was primarily attributable to the increase in sales of the Company’s products during fiscal 2012.

The Company's used cash ~~used~~flows in ~~investing~~operations ~~activities~~of ~~was~~ $~~124~~36,~~554~~402 ~~in 2011~~ and ~~$81,311 in~~generated ~~2010. Investing~~cash ~~activities~~flows infrom ~~2011~~operations ~~are~~of ~~driven~~$454,300 ~~primarily~~for bythe ~~capital~~years ~~expenditures.~~ended ~~The~~November ~~increase~~30, 2011 inand ~~cash~~2010, ~~used~~respectively. inThe ~~investing~~decrease ~~activities~~ in ~~2011~~cash asflows ~~compared to 2010~~ was primarily ~~the~~attributable ~~result~~to ofa ~~the~~substantial ~~addition~~investment ofin ~~production~~raw ~~equipment~~materials inventory.

~~The~~Investing ~~Company's~~Activities cash used in investing activities was $81,311 and cash provided by investing activities was $188,224 in 2010 and 2009, respectively. Changes in the Company's investing activities were driven primarily by changes in capital expenditures and purchases and proceeds from its short-term investments.

~~Financing~~The ~~Activities~~Company's cash used in investing activities was $178,894 in 2012 and $124,554 in 2011. Investing activities in 2012 are driven primarily by capital expenditures. The increase in cash used in investing activities in 2012 as compared to 2011 was primarily the result of the addition of production equipment.

The Company's cash used ~~cash~~ in ~~financing~~investing activities ofwas $12124,~~538~~554 in 2011 and $~~147~~81,~~101~~ 311 in 2010. ~~The~~ ~~decrease~~Investing inactivities ~~cash used~~ in ~~financing~~2011 ~~activities~~are ~~was~~driven primarily by ~~the~~capital ~~result~~expenditures. ofThe ~~the~~increase ~~Company~~in ~~paying~~cash ~~down~~used ~~its~~in ~~line~~investing ofactivities ~~credit~~ in ~~2010.~~2011 ~~Other~~as ~~financing~~compared ~~outlays~~to ~~include~~2010 ~~the~~was ~~pay~~primarily ~~downs~~the result of ~~debt~~the ~~and~~addition ~~capital~~of ~~leases~~production equipment.

~~The~~Financing ~~Company~~Activities used cash in financing activities of $147,101 in 2010 and used cash in financing activities of $79,363 in 2009. The increase in financing activities was primarily the result of the Company utilizing its line of credit in 2009 and then paying it down in 2010.

~~Credit~~The ~~Facility~~Company generated cash from financing activities of $6,126 in 2012 and used cash in financing activities of $12,538 in 2011. The increase in cash generated from financing activities was primarily the result of proceeds from the exercise of stock options during fiscal 2012 and financing of a new truck for production.

The Company ~~has~~used acash ~~$500,000~~in ~~line~~financing activities of ~~credit available to be drawn upon~~$12,538 ofin ~~which~~2011 $0and ~~has been utilized as of November 30~~$147,101 ~~2011~~in 2010. The ~~line~~decrease ofin ~~credit~~cash ~~expires~~used onin ~~August~~financing 5,activities ~~2012~~was ~~and~~primarily isthe ~~expected~~result toof ~~be renewed. The~~ the Company ~~anticipates~~paying ~~that~~down ~~cash~~its ~~flows from operations and borrowings available under our~~ line of credit ~~will~~in be2010. ~~sufficient~~Other tofinancing ~~meet~~outlays include the ~~ongoing~~pay ~~needs~~downs of ~~our~~debt ~~business~~and capital leases.

~~Mexico~~Credit ~~Property~~Facility

~~During~~The ~~fiscal~~Company ~~year~~has ~~2011~~a $500,000 ~~the~~line ~~Company~~of ~~received~~credit available ~~proceeds~~to be drawn upon, of which $~~193,482~~0 ~~net~~has ofbeen ~~commissions~~utilized ~~paid~~as ~~from~~of ~~installments~~November in30, ~~the~~2012. ~~sale~~The line of ~~rights~~credit toexpires ~~land~~on inAugust ~~Baja Sur~~5, ~~Mexico~~2013 and is expected to be renewed. ~~Additional~~ ~~installments~~The ~~are~~Company ~~expected~~anticipates inthat ~~fiscal~~cash ~~year~~flows ~~2012,~~from ~~but~~operations ~~these~~and ~~proceeds~~borrowings ~~represent~~available aunder ~~one-time~~our ~~benefit~~line of credit will be sufficient to meet the ~~Company’s~~ongoing ~~profits~~needs of our business.

~~Off-balance Sheet Arrangements~~11

~~None.~~Mexico Property

11During fiscal year 2012, the Company received proceeds of $120,597 net of commissions paid from the final installments in the sale of rights to land in Baja Sur, Mexico. These amounts constituted the final payments from the buyer and the Company will receive no further payments.

~~Critical~~Off-balance ~~Accounting~~Sheet ~~Policies and Estimates~~Arrangements

~~The financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission~~None. Management believes the disclosures made are adequate to make the information not misleading. The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by Management's application of accounting policies.

~~Revenue~~Critical ~~Recognition~~Accounting Policies and Estimates

~~Revenues~~The ~~are~~financial ~~recorded~~statements onincluded ~~the~~herein have ~~accrual~~been ~~basis~~prepared ofpursuant ~~accounting~~to ~~when~~the ~~title~~rules ~~transfers~~and toregulations of the ~~customer,~~Securities ~~which~~and isExchange ~~typically~~Commission. atManagement believes the ~~shipping~~disclosures made ~~point.~~are Weadequate ~~record~~to ~~estimated~~make ~~reductions~~the toinformation ~~revenue~~not ~~for~~misleading. ~~return~~The ~~allowances~~financial statements and ~~product~~accompanying ~~performance,~~notes ~~based~~are ~~upon~~prepared ain ~~percentage~~accordance with ofgenerally ~~sales~~accepted accounting principles. WePreparing ~~also~~financial ~~allow~~statements ~~for~~requires ~~returns~~Management ~~based~~to ~~upon~~make ~~pre-approval~~estimates orand inassumptions that affect the ~~case~~reported amounts of ~~damaged~~assets ~~goods.~~and ~~Such~~liabilities ~~returns~~and ~~are~~disclosure ~~estimated~~of ~~based~~contingent onassets ~~historical~~and ~~experience~~liabilities at the date of the financial statements and anthe ~~allowance~~reported isamounts ~~provided~~of atrevenues and expenses during the ~~time~~reporting period. These estimates and assumptions are affected by Management's application of ~~sale~~accounting policies.

~~Accounts~~Revenue ~~Receivable and Allowances for Doubtful Accounts~~Recognition

WeRevenues ~~evaluate~~are ~~our~~recorded ~~ability~~on tothe ~~collect~~accrual onbasis of ~~accounts~~accounting ~~receivable~~when ~~and~~title ~~charge-backs~~transfers ~~(disputes~~to ~~from~~ the customer), ~~based~~which ~~upon~~is atypically ~~combination~~at ofthe ~~factors~~shipping point. ~~Whether~~We arecord ~~receivable~~estimated isreductions ~~past~~to revenue ~~due~~for isreturn ~~based~~allowances ~~on how recently payments have been received~~ and inproduct ~~certain~~performance, ~~circumstances~~based ~~where~~upon ~~we are aware of~~ a ~~specific~~percentage ~~customer's inability to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading~~ of ~~credit sources)~~sales. AWe ~~specific~~also ~~reserve~~allow for ~~bad~~returns ~~debts~~based isupon ~~taken~~pre-approval or ~~against~~in ~~amounts due to reduce~~ the ~~net~~case ~~recognized~~of ~~receivable~~damaged ~~to the amount reasonably expected to be collected~~goods. ~~Amounts~~Such ~~are~~returns ~~charged off against the reserve once it is established that amounts~~ are ~~not~~estimated ~~likely to be collected. We recognize reserves for charge-backs~~ based on ~~our~~ historical ~~collection~~ experience. ~~Our~~and ~~historical~~an ~~experience~~allowance ~~has~~is ~~shown~~provided ~~that~~at ~~very~~the time ~~little~~ of ~~customer receivables go uncollected~~sale.

~~Inventory~~Accounts Receivable and Allowances for Doubtful Accounts

We ~~continually~~ evaluate ~~the~~our ~~composition~~ability ofto ~~our~~collect ~~inventories,~~on ~~assessing~~accounts receivable ~~slow~~and charge-~~turning,~~backs ~~ongoing~~(disputes ~~product~~from asthe ~~well~~customer) asbased ~~product~~upon ~~from~~a ~~prior~~combination ~~seasons~~of factors. ~~Market~~Whether ~~value~~a ofreceivable ~~distressed~~is ~~inventory~~past due is ~~valued~~ based on ~~historical~~how ~~sales~~recently ~~trends~~payments onhave ~~our~~been ~~individual~~received ~~product~~and ~~lines,~~in ~~the~~certain ~~impact~~circumstances where we are aware of ~~market~~a ~~trends~~specific ~~and~~customer's ~~economic~~inability to ~~conditions~~meet its financial obligations (e.g., bankruptcy ~~and~~filings, ~~the~~substantial ~~value~~downgrading of ~~current~~credit ~~orders~~sources). ~~relating~~A specific reserve for bad debts is taken against amounts due to reduce the ~~future~~net ~~sales~~recognized ofreceivable ~~this~~to ~~type~~the ofamount ~~inventory~~reasonably expected to be collected. Amounts ~~Significant~~are ~~changes~~charged inoff ~~market~~against ~~values~~the ~~could~~reserve ~~cause~~once usit is established that amounts are not likely to ~~record~~be ~~additional~~collected. ~~inventory~~We ~~markdowns~~recognize reserves for charge-backs based on our historical collection experience. Our historical experience has shown that very little of customer receivables go uncollected.

12Inventory

~~Stock~~We ~~Based~~continually ~~Compensation~~evaluate the composition of our inventories, assessing slow-turning, ongoing product as well as product from prior seasons. Market value of distressed inventory is valued based on historical sales trends on our individual product lines, the impact of market trends and economic conditions, and the value of current orders relating to the future sales of this type of inventory. Significant changes in market values could cause us to record additional inventory markdowns.

We account for stock-based compensation in accordance with the Financial Accounting Standards Board (“FASB”) standards. We elected the modified prospective method where prior periods are not revised for comparative purposes. Under the fair value recognition provisions, stock based compensation is measured at grant date based upon the fair value of the award and expense is recognized on a straight-line basis over the vesting period. We use the Black-Scholes option pricing model to determine the fair value of stock options, which requires management to use estimates and assumptions. The determination of the fair value of stock based option awards on the date of grant is based upon the exercise price as well as assumptions regarding subjective variables. These variables include our expected life of the option, expected stock price volatility over the term of the award, determination of a risk free interest rate and an estimated dividend yield. We estimate the expected life of the option by calculating the average term based upon historical experience. We estimate the expected stock price volatility by using implied volatility in market traded stock over the same period as the vesting period. We base the risk-free interest rate on zero coupon yields implied from U.S. Treasury issues with remaining terms similar to the term on the options. We do not expect to pay dividends in the foreseeable future and therefore use an expected dividend yield of zero. If factors change or we employ different assumptions for estimating fair value of the stock option, our estimates may be different than future estimates or actual values realized upon the exercise, expiration, early termination or forfeiture of those awards in the future. At this time, we believe that our current method for accounting for stock based compensation is reasonable. Furthermore, an entity may elect either an accelerated recognition method or a straight-line recognition method for awards subject to graded vesting based on a service condition, regardless of how the fair value of the award is measured. For all stock based compensation awards that contain graded vesting based on service conditions, we have elected to apply a straight-line recognition method to account for these awards. However, guidance is relatively new and the application of these principles over time may be subject to further interpretation or refinement. See "Notes to Consolidated Financial Statements—Note 1 - Summary of Significant Accounting Policies" and "Note 6 - Stock Options" for additional discussion.12

~~Recent~~Stock ~~Accounting~~Based ~~Pronouncements~~Compensation

We ~~believe~~account ~~that~~for stock-based compensation in accordance with the ~~accounting~~Financial ~~policies~~Accounting ~~discussed~~Standards ~~below~~Board (“FASB”) standards. We elected the modified prospective method where prior periods are ~~important~~not torevised anfor ~~understanding~~comparative purposes. Under the fair value recognition provisions, stock based compensation is measured at grant date based upon the fair value of ~~our~~the ~~financial~~award ~~statements~~and ~~because~~expense ~~they~~is ~~require~~recognized on a straight-line basis over the vesting period. We use the Black-Scholes option pricing model to determine the fair value of stock options, which requires management to use estimates and assumptions. The determination of the fair value of stock based option awards on the date of grant is based upon the exercise ~~judgment~~price as well as assumptions regarding subjective variables. These variables include our expected life of the option, expected stock price volatility over the term of the award, determination of a risk free interest rate and an estimated dividend yield. We estimate the ~~effects~~expected life of ~~uncertain~~the ~~matters~~option inby calculating the ~~preparation~~average ~~and~~term ~~reporting~~based ofupon ~~financial~~historical ~~results~~experience. ~~These~~ ~~policies~~We ~~and~~estimate the expected stock price volatility by using implied volatility in market traded stock over the ~~judgments~~same ~~and~~period ~~estimates~~as ~~they~~the ~~involve~~vesting ~~are~~period. We ~~subject~~base the risk-free interest rate on zero coupon yields implied from U.S. Treasury issues with remaining terms similar to ~~revision~~the term ~~and~~on ~~adjustment~~the options. We do not expect to pay dividends in the foreseeable future and therefore use an expected dividend yield of zero. ~~While~~ ~~they~~If ~~involve~~factors ~~less~~change ~~judgment,~~or ~~management~~we ~~believes~~employ ~~that~~different assumptions for estimating fair value of the ~~other~~stock ~~accounting~~option, ~~policies~~our ~~discussed~~estimates inmay ~~Notes~~be different tothan ~~Consolidated~~future ~~Financial~~estimates ~~Statements~~or -actual ~~Note~~values 1realized –upon ~~“Organization~~the ~~and~~exercise, ~~Significant~~expiration, ~~Accounting~~early ~~Policies”~~termination ~~included~~or forfeiture of those awards in the future. At this ~~Annual~~time, ~~Report~~we ~~are~~believe ~~also~~that ~~important~~our tocurrent method for accounting for stock based compensation is reasonable. Furthermore, an ~~understanding~~entity may elect either an accelerated recognition method or a straight-line recognition method for awards subject to graded vesting based on a service condition, regardless of ~~our~~how ~~financial~~the ~~statements~~fair value of the award is measured. We ~~believe~~For all stock based compensation awards that ~~the~~contain ~~following~~graded ~~critical~~vesting ~~accounting~~based ~~policies~~on ~~affect~~service ~~our~~conditions, ~~more~~we ~~significant~~have ~~judgments~~elected ~~and~~to ~~estimates~~apply ~~used~~a instraight-line recognition method to account for these awards. However, guidance is relatively new and the ~~preparation~~application of ~~our~~these ~~consolidated~~principles ~~financial~~over ~~statements~~time may be subject to further interpretation or refinement. See "Notes to Consolidated Financial Statements—Note 1 - Summary of Significant Accounting Policies" and "Note 6 - Stock Options" for additional discussion.

InRecent ~~May 2011 the FASB issued~~ Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements to U.S. GAAP and IFRSs” which clarifies some existing concepts and expands the disclosure for fair value measurements that are estimated using significant unobservable (Level 3) inputs. For public companies, ASU 2011-04 is effective for fiscal years, and interim periods, beginning after December 15, 2011 and is applied looking backwards. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its financial condition, profitability and cash flows.Pronouncements

InThere ~~June~~are ~~2011,~~no ~~the~~other ~~FASB~~recently issued ~~an amendment to the~~ accounting standards ~~guidance~~with ~~for~~pending ~~presentation~~adoptions ofthat ~~comprehensive income. Under~~ the ~~amended~~Company’s ~~guidance~~management ancurrently ~~entity~~anticipates ~~may~~will ~~present~~have ~~the~~any ~~total~~material ofimpact ~~comprehensive~~upon ~~income,~~its financial ~~the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive~~ statements. In either case an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods, beginning after December 15, 2011, and is applied looking backwards.

~~There~~ITEM ~~are~~7A. noQUANTITATIVE ~~other~~AND ~~recently~~QUALITATIVE ~~issued~~DISCLOSURES ~~accounting~~ABOUT ~~standards~~MARKET ~~with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.~~RISK

13As a smaller reporting company we are not required to provide the information typically required in this item.

ITEM 7A8. ~~QUANTITATIVE~~ ~~AND~~FINANCIAL ~~QUALITATIVE~~STATEMENTS ~~DISCLOSURES~~AND ~~ABOUT~~SUPPLEMENTARY ~~MARKET RISKS~~DATA

AsResponse ato ~~smaller~~this ~~reporting~~item ~~company~~is wesubmitted ~~are~~as ~~not~~a separate ~~required~~section toof ~~provide~~this ~~the~~annual ~~information~~Report ~~typically~~following ~~required~~Item ~~in this item~~15.

ITEM 89. ~~FINANCIAL~~ ~~STATEMENTS~~CHANGES IN AND ~~SUPPLEMENTAL~~DISAGREEMENTS ~~DATA.~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Response~~There towere ~~this~~no ~~item~~changes isin ~~submitted~~or asdisagreements with aaccountants ~~separate~~on ~~section~~accounting ofand ~~this~~financial ~~annual~~disclosure ~~Report~~for ~~following~~the ~~Item~~fiscal 15year ended November 30, 2012.

ITEM 99A. ~~CHANGES~~ INCONTROLS AND ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~PROCEDURES

~~There~~Evaluation ~~were~~of noDisclosure ~~changes~~Controls ~~in or disagreements with accountants on accounting~~ and ~~financial disclosure for the fiscal year ended November 30, 2011.~~ Procedures

~~ITEM~~The 9ACompany’s principal executive officer and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). ~~CONTROLS~~ ~~AND~~Based ~~PROCEDURES~~upon that evaluation, the President and Chief Financial Officer concluded that, as of the end of the period covered by the Annual Report on Form 10-K, our disclosure controls and procedures were effective.

~~Evaluation of Disclosure Controls and Procedures~~13

~~The~~Management Company’s principal executive officer and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, the President and Chief Financial Officer concluded that, as of the end of the period covered by the Annual Report on ~~Form~~Internal Control ~~10-K,~~over ~~our~~Financial ~~disclosure controls and procedures were effective.~~Reporting

~~Management~~The financial statements, financial analyses and all other information included in this Annual Report on Form 10-K was prepared by the Company’s management, which is responsible for establishing and maintaining adequate internal control over financial reporting. Internal ~~Control~~control over ~~Financial~~financial reporting ~~Reporting~~is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles accepted in the United States of America and includes those policies and procedures that:

The financial statements, financial analyses and all other information included in this Annual Report on Form 10-K was prepared by the Company’s management, which is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(fi) Pertain orto ~~15d-15(f) promulgated under~~ the ~~Exchange~~maintenance ~~Act~~of records ~~as a process designed by~~that, orin ~~under~~reasonable ~~the supervision of~~detail, ~~the~~accurately ~~Company’s principal executive officer~~ and ~~principal~~fairly ~~financial~~reflect ~~officer and effected by~~ the ~~Company’s~~transactions ~~Board of Directors, management~~ and ~~other~~disposition ~~personnel, to provide reasonable assurance regarding the reliability~~ of ~~financial reporting and~~ the ~~preparation~~assets of ~~financial statements for external purposes in accordance with generally accepted accounting principles accepted in~~ the ~~United States of America and includes those policies and procedures that:~~Company;

(iii) ~~Pertain~~Provide reasonable assurance that transactions are recorded as necessary to ~~the~~permit ~~maintenance~~preparation of ~~records~~financial ~~that,~~statements in ~~reasonable~~accordance ~~detail,~~with ~~accurately~~generally ~~and~~accepted accounting ~~fairly~~principles ~~reflect~~accepted in the ~~transactions~~United States of America, and ~~disposition~~that receipts and expenditures of the ~~assets~~Company are being made only in accordance with authorizations of management and directors of the Company; and

(iiiii) Provide reasonable assurance regarding ~~that~~prevention ~~transactions~~or ~~are~~timely ~~recorded~~detection ~~as necessary to permit preparation~~ of ~~financial~~unauthorized ~~statements~~acquisition ~~in accordance with generally accepted accounting principles accepted in the United States of America,~~ and ~~that~~use ~~receipts~~or ~~and~~disposition ~~expenditures~~ of the Company’s ~~are~~assets ~~being~~that could ~~made~~have ~~only~~a inmaterial ~~accordance~~effect ~~with~~on ~~authorizations of management and directors of~~ the Company;’s ~~and~~financial statements.

~~(iii) Provide~~Because ~~reasonable~~of ~~assurance~~its ~~regarding~~inherent ~~prevention~~limitations, internal control over financial reporting, may not prevent or ~~timely~~detect ~~detection~~misstatements. Projections of ~~unauthorized~~any ~~acquisition~~evaluation ~~and~~of ~~use~~effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or ~~disposition~~that the degree of compliance with the ~~Company’s~~policies ~~assets~~or ~~that~~procedures ~~could~~may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material ~~effect~~misstatements may not be prevented or detected on ~~the~~a ~~Company’s~~timely basis by internal control over financial ~~statements~~reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Because~~The ofCompany’s ~~its~~management ~~inherent~~assessed the ~~limitations,~~effectiveness of the Company’s internal control over financial reporting, ~~may~~as ~~not prevent or detect misstatements. Projections~~ of ~~any~~the ~~evaluation~~end of ~~effectiveness~~the toCompany’s ~~future~~most ~~periods~~recent fiscal ~~are~~year ~~subject~~based toon the ~~risk~~framework ~~that controls may become inadequate because of changes~~ in ~~conditions,~~Internal orControl ~~that~~- ~~the~~Integrated ~~degree~~Framework of(1992) ~~compliance~~and ~~with~~Internal ~~the~~Control ~~policies~~Over orFinancial ~~procedures~~Reporting - ~~may~~Guidance ~~deteriorate. All~~for ~~internal~~Small ~~control~~Public ~~systems,~~Companies ~~no matter how well designed~~(2006), ~~have~~issued ~~inherent~~by ~~limitations Therefore,~~the ~~even~~Committee ~~those~~of ~~systems~~Sponsoring ~~determined~~Organizations ~~to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because~~ of the ~~inherent~~Treadway ~~limitations~~Commission. ofBased on ~~internal~~this ~~control~~evaluation, ~~there~~the isCompany’s amanagement ~~risk~~concluded that ~~material~~the ~~misstatements~~Company’s ~~may not be prevented or detected on a timely basis by~~ internal ~~control~~controls over financial reporting~~. However,~~ were ~~these~~effective ~~inherent~~as ~~limitations are known features~~ of ~~the~~November ~~financial reporting process~~30, ~~Therefore, it is possible to design into the process safeguards to reduce, through not eliminate, this risk~~2012.

14This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

~~The~~Changes ~~Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the Company’s most recent fiscal year based on the framework~~ in Internal Control -over ~~Integrated Framework (1992) and Internal Control Over~~ Financial Reporting - Guidance for Small Public Companies (2006), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that the Company’s internal controls over financial reporting were effective as of November 30, 2011.

~~This~~There ~~Annual~~were ~~Report~~no ~~does~~significant ~~not~~changes ~~include~~in ~~an attestation report of~~ the Company’s ~~independent~~internal ~~registered~~controls ~~public~~or ~~accounting~~in ~~firm~~other ~~regarding~~factors ~~internal~~that ~~control~~could ~~over~~significantly ~~financial~~affect ~~reporting. Management’s~~these ~~report~~controls ~~was~~subsequent ~~not subject~~ to ~~attestation by~~ the ~~Company’s~~date ~~independent registered public accounting firm pursuant to rules~~ of their ~~the~~evaluation ~~Securities~~ and ~~Exchange~~up ~~Commission~~to ~~that permit~~ the ~~Company~~filing todate ~~provide~~of ~~only management’s report in~~ this Annual Report.

~~Changes~~It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in ~~Internal~~part ~~Control~~upon ~~over~~certain ~~Financial~~assumptions ~~Reporting~~about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation and up to the filing date of this Annual Report.14

ItITEM ~~should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met~~9B. In ~~addition,~~OTHER the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.INFORMATION

~~ITEM~~At 9BNovember 30, 1989, the Company had an account receivable totaling $451,270 due from a foreign distributor. ~~OTHER~~ ~~INFORMATION~~The account was collateralized by a perfected security interest in unimproved real property in Baja California, Mexico. The Company was unsuccessful in its efforts to collect the amounts due on this account and, accordingly, during fiscal 1993, retained Mexican legal counsel to initiate foreclosure proceedings on the property. On February 8, 2007, the real property was to be sold through a public auction. As there were no bids placed, the Company obtained the right to take title to the land. The Company was subject to certain ownership restrictions based on Mexican law and therefore, formed a Mexican legal entity in order to take title to the property.

AtOn ~~November~~August 3015, ~~1989~~2008, the Company ~~had~~entered into an ~~account~~agreement ~~receivable~~to ~~totaling~~sell ~~$451,270 due from a foreign distributor. The account was collateralized by a perfected security interest in unimproved real property in Baja California, Mexico. The Company was unsuccessful in~~ its ~~efforts~~rights to ~~collect~~ the ~~amounts~~property ~~due~~for ona ~~this~~purchase ~~account~~price ~~and,~~of ~~accordingly~~$1, ~~during fiscal 1993~~250,000 ~~retained~~with ~~Mexican~~a ~~legal counsel to initiate foreclosure proceedings on the property. On February 8~~$300,000 ~~2007~~deposit, the real property was to be sold through a public auction. As there were no bids placed, the Company obtained the right to take title to the land. The Company is subject to certain ownership restrictions based on Mexican law and ~~therefore, formed a Mexican legal entity in order to take title to~~ the ~~property. A~~balance of ~~third~~payment ~~party filed a lien against the property~~ in ~~connection with an obligation allegedly owed by the foreign distributor~~installments. ~~This case was eventually dismissed.~~

OnAs ~~August~~of 15November 30, ~~2008~~2012, the Company ~~entered~~has received ~~into~~payment anin ~~agreement~~full tofrom ~~sell~~the ~~its~~buyer totaling $1,250,000 plus interest totaling $14,000. The Company has released all rights and claims to the property ~~for~~to athe ~~purchase~~buyer. ~~price~~As part of ~~$1,250,000~~the arrangement with aits ~~$300,000~~Mexican ~~deposit,~~legal counsel and American broker, the ~~balance~~Company is obligated to pay them a portion of ~~payment~~any ~~expected~~collection received on ~~December~~its ~~15,~~long ~~2008~~term receivable. ~~There~~ ~~have~~As ~~been~~of ~~amendments~~November to30, 2012, the ~~agreement~~Company has aspaid ~~the~~$384,508 ~~buyers~~and ~~needed~~has ~~additional~~paid ~~time~~in tofull ~~complete~~its obligation under the ~~purchase~~arrangements from the payments collected.

InPART response to concerns raised by the buyers that there was a potential for claims to be brought against the Company and the property in Mexican courts, in January 2010 the Company and buyers entered into a new agreement whereby the Company transferred to buyers the right to the property in exchange for a promissory note in the amount of $550,000, which was the amount still owing under the August 15, 2008 agreement. This new agreement allows for the foreclosure of the property if the note is not paid in accordance with the scheduled payment terms. Because buyers continued to be late in making payments, in November 2010, the parties agreed to a new payment schedule. The buyers are continuing to make payments under this new agreement, although payments are usually delayed. There are penalties associated with late payments.III

AsITEM ~~of November 30, 2011, the Company has received payments from the buyer totaling $1,085,338 and was awaiting the receipt of $14,662 due in connection with the payment of $100,000 due August 31, 2011~~10. ~~The~~ ~~buyer paid the $14~~DIRECTORS,~~662,~~ ~~plus~~EXECUTIVE ~~interest of $4~~OFFICERS,~~000~~ inAND ~~February~~CORPORATE 2012, which constituted payment in full for the August 31, 2011 installment. In July 2011, the Company agreed with the buyers to extend the time to complete the final purchase to February 29, 2012. The final payment is for $150,000. Buyers have recently requested that the final payment be delayed further in exchange for favorable terms for the extended financing. The Company agreed to delayed payment terms. The last payment is due May 31, 2012. The Company received a $20,000 payment on March 1, 2012 to be applied to the outstanding balance.GOVERNANCE

~~The~~Executive ~~Company~~Officers ~~has applied the payments, first against its long-term receivable~~ and the remainder is being recognized as other income. As part of the arrangement with its Mexican legal counsel and American broker, the Company is obligated to pay them a portion of any collection received on its long term receivable. As of November 30, 2011, the Company has paid $323,109 and accrued $3,334 under the arrangements from the payments collected.Directors

15The following table sets forth certain information regarding the current executive officers and directors of the Company as of November 30, 2012:

PART III

				Expiration of
Name	Age	Position	Director Since	Term

Christine Koenemann	59	Director and President	1995	2013

Richard Forsyth	61	Chief Financial Officer and Secretary	Not a Director

William Fruehling (1)(2)	72	Director and Chairman	1997	2013

Mark Cole (1)(2)	49	Director	2005	2013

~~ITEM~~(1) ~~10. DIRECTORS,~~Member ~~EXECUTIVE~~of ~~OFFICERS,~~the ~~AND~~Audit ~~CORPORATE GOVERNANCE~~Committee

~~Executive~~(2) ~~Officers~~Member ~~and~~of ~~Directors~~the Compensation Committee

~~The~~Background ~~following table sets forth certain information regarding the current executive officers~~ and ~~directors~~Experience of ~~the~~Directors and ~~Company as of November 30, 2011:~~Officers

Name	Age	Position	Director Since	Expiration of Term
Christine Koenemann	58	Director and President	1995	2012
Richard Forsyth	60	Chief Financial Officer and Secretary	Not a Director
William Fruehling (1)(2)	71	Director and Chairman	1997	2011
Mark Cole (1)(2)	48	Director	2005	2011

Christine Koenemann was elected President and appointed as a Director of the Company on March 2, 1995. She has worked for the Company for the past 29 years in varying positions including Operations Manager, Shareholder Relations Liaison, Director of Administration, and Assistant Treasurer. She attended Indiana University School of Business and worked in retail management prior to joining the Company.

~~____________________~~William Fruehling was appointed to the Board of Directors in April 1997. Mr. Fruehling is the founder and President of Fruehling Communications, a San Diego based advertising and public relations company which focuses on Western and Sunbelt agriculture. Prior to starting Fruehling Communications, Mr. Fruehling worked extensively in the Advertising industry with regard to agribusiness. He managed The Elanco Products Crop Protection Chemical account in the Southern and Western United States, as well as the Monsanto Account with regard to Hybrid Seed Corn, for Creswell, Munsell, Fultz & Zirbel in Cedar Rapids, Iowa.

~~(1) Member of the Audit Committee~~15

Mark Cole received his Bachelors Degree in Business Administration (2Accounting) ~~Member~~from San Diego State University in 1990. After receiving his degree, Mr. Cole spent 8 years as an audit professional with Big 4 public accounting firms and later served as Managing Director for the CPA firm of Cole and Company. He served as the ~~Compensation~~Corporate ~~Committee~~Controller for Crocs, Inc., a designer and manufacturer of footwear and as a consultant until 2009. He has served in similar financial capacities for Salient Networks and Ashworth, Inc. From March 2010 to October 2011, Mr. Cole was an accounting officer of Kidrobot, Inc. He was appointed as a Director of the Company April 7, 2005.

~~Background~~Richard Forsyth was hired as the Chief Financial Officer and ~~Experience~~Secretary of ~~Directors~~the Company as of September 1, 2011. He also serves as General Counsel to the Company and ~~Officers~~acted as outside counsel to the Company from time-to-time since 1988. Mr. Forsyth was most recently a shareholder and President of the San Diego based law firm of Wertz McDade and prior to that was affiliated with other national law firms. He received his BA degree from San Jose State University and his law degree in 1977 from Santa Clara University. Mr. Forsyth received his training as a business and finance attorney with the Shiomi Yamamoto law firm in Osaka, Japan. He has sat on numerous civic, business, government and professional boards and committees. He has been an adjunct professor at the University of San Diego Law School.

~~Christine~~Directors ~~Koenemann~~are ~~was~~ elected ~~President~~to ~~and~~serve ~~appointed~~until asthe next aannual ~~Director~~meeting of ~~the~~shareholders ~~Company~~and onuntil ~~March~~their 2,successors ~~1995. She~~have ~~has~~been ~~worked~~elected ~~for~~and ~~the~~have ~~Company~~qualified. ~~for~~Officers ~~the~~are ~~past~~appointed 28to serve ~~years~~until inthe ~~varying~~meeting ~~positions~~of ~~including~~the ~~Operations~~Board ~~Manager, Shareholder Relations Liaison, Director~~ of ~~Administration,~~Directors ~~and~~following ~~Assistant~~the ~~Treasurer. She~~next ~~attended~~annual ~~Indiana~~meeting ~~University School~~ of ~~Business~~shareholders and ~~worked~~until intheir ~~retail~~successors have ~~management~~been ~~prior~~elected toand ~~joining the Company~~qualified.

~~William~~Family Fruehling was appointed to the Board of Directors in April 1997. Mr. Fruehling is the founder and President of Fruehling Communications, a San Diego based advertising and public relations company which focuses on Western and Sunbelt agriculture. Prior to starting Fruehling Communications, Mr. Fruehling worked extensively in the Advertising industry with regard to agribusiness. He managed The Elanco Products Crop Protection Chemical account in the Southern and Western United States, as well as the Monsanto Account with regard to Hybrid Seed Corn, for Creswell, Munsell, Fultz & Zirbel in Cedar Rapids, Iowa.Relationships

~~Mark~~There ~~Cole~~are ~~received~~no ~~his~~family ~~Bachelors~~relationships ~~Degree~~between or inamong Business Administration (Accounting) from San Diego State University in 1990. After receiving his degree, Mr. Cole spent 8 years as an audit professional with Big 4 public accounting firms and later served as Managing Director for the ~~CPA firm of Cole and Company. He served as the Corporate Controller for Crocs~~directors, ~~Inc.,~~executive aofficers ~~designer~~or ~~and~~person’s ~~manufacturer~~nominated ofor ~~footwear~~chosen ~~and as a consultant until 2009. He has served in similar financial capacities for Salient Networks and Ashworth, Inc. From March 2010~~ to ~~October~~become ~~2011,~~directors ~~Mr.~~or ~~Cole~~executive ~~was an accounting officer of Kidrobot, Inc~~officers. ~~He was appointed as a Director of the Company April 7, 2005.~~

16Board Meetings and Committees

~~Richard~~During ~~Forsyth was hired as~~ the ~~Chief~~year ~~Financial~~ended ~~Officer~~November ~~and Secretary of the Company as of September 1~~30, ~~2011. He also serves as General Counsel to~~ 2012, the ~~Company~~Board ~~and acted as outside counsel to the Company from time-to-time since 1988. Mr. Forsyth was most recently a shareholder and President~~ of ~~the~~Directors ~~San~~held ~~Diego~~4 ~~based~~board ~~law~~meetings ~~firm of Wertz McDade and prior~~ to ~~that~~conduct ~~was affiliated with other national law firms. He received his BA degree from San Jose State University and his law degree in 1977 from Santa Clara University. Mr. Forsyth received his training as a~~ business ~~and finance attorney with the Shiomi Yamamoto law firm in Osaka, Japan~~. ~~He has sat on numerous civic, business, government and professional boards and committees. He has been an adjunct professor at the University of San Diego Law School.~~

~~Directors~~Audit are elected to serve until the next annual meeting of shareholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been elected and qualified.Committee

~~Family~~The ~~Relationships~~Audit Committee of our Board of Directors is composed of two non-employee directors who meet the independence standards of the SEC. The members of the Audit Committee are Mark Cole, chair and William Fruehling. Our Board has determined that Mr. Cole qualifies as an audit committee financial expert under federal securities laws, by virtue of his education and relevant experience, and is independent under the applicable requirements of the Securities Exchange Act of 1934. During the year ended November 30, 2012, the Audit Committee held 2 meetings to conduct business.

~~There~~Compensation ~~are no family relationships between or among the directors, executive officers or person’s nominated or chosen to become directors or executive officers.~~Committee

The Compensation Committee of our Board of ~~Meetings~~Directors is comprised of members of the Board of Directors. The members of the Compensation Committee are William Fruehling, who serves as its chair, and ~~Committees~~Mark Cole. The Committee consults from time to time with Ms. Koenemann on certain matters not related to Ms. Koenemann’s compensation. During the year ended November 30, 2012, the Compensation Committee held 1 meeting to conduct business. The Committee reviews and approves our compensation policy for management and has assumed responsibility for administration of our Stock Option Plan.

~~During the year ended November 30, 2011, the~~ Board ~~of Directors held 7 board meetings to conduct business.~~Compensation

Each non-employee director receives the amount of $1,500 per day for attending a Board meeting in person or by phone or video link, and $500 per day for attending each meeting of a meeting of the Company’s Committees. However, if a meeting of one or more of the Committees occurs on the same day as a meeting of the Board, a director will not be separately compensated for the attending that Committee meeting(s). As illustration, if a Board meeting, Audit Committee meeting and Compensation Committee meeting occur during the course of one day, a director will receive $1,500 as compensation for attending the Board meeting, but no other compensation. The Company reimburses directors’ reasonable out of pocket costs related to attending meetings. Finally, each non-employee director receives annually an option to purchase up to 7,500 shares of the Company’s common stock. There were no options issued during fiscal 2012, however the fiscal 2012 options are expected to be issued in fiscal 2013 along with the current year’s options.

The Audit Committee of our Board of Directors is composed of two non-employee directors who meet the independence standards of the SEC. The members of the Audit Committee are Mark Cole, chair and William Fruehling. Our Board has determined that Mr. Cole qualifies as an audit committee financial expert under federal securities laws, by virtue of his education and relevant experience, and is independent under the applicable requirements of the Securities Exchange Act of 1934. During the year ended November 30, 2011, the Audit Committee held 4 meetings to conduct business.16

~~Compensation~~Section ~~Committee~~16(a) Beneficial Ownership Reporting Compliance

~~The~~Section ~~Compensation~~16(a) ~~Committee~~ of ~~our~~the ~~Board~~Securities Exchange Act of ~~Directors~~1934 isrequires ~~comprised~~officers ofand ~~members~~directors, ofand ~~the~~persons ~~Board~~who ofown ~~Directors. The~~more ~~members~~than often ~~the~~percent ~~Compensation~~of ~~Committee~~a ~~are~~registered ~~William~~class ~~Fruehling,~~of ~~who~~our ~~serves~~equity ~~as its chair~~securities, to ~~and~~file ~~Mark~~reports ~~Cole. The~~of ~~Committee~~ownership ~~consults~~and ~~from~~changes ~~time~~in toownership ~~time~~ with Msthe Commission. ~~Koenemann~~Officers, ondirectors ~~certain~~and ~~matters~~greater ~~not~~than ~~related~~ten topercent ~~Ms.~~beneficial owners ~~Koenemann’s~~are ~~compensation. During~~required ~~the~~by ~~year~~Commission ~~ended~~regulations ~~November~~to ~~30,~~furnish ~~2011,~~us ~~the~~with ~~Compensation~~copies ~~Committee~~of ~~held~~all 6forms ~~meetings~~they file pursuant to ~~conduct~~Section ~~business~~16(a). ~~The~~One ~~Committee~~officer purchased ~~reviews~~shares ~~and~~from ~~approves~~two ~~our~~shareholders ~~compensation~~in ~~policy~~2012 ~~for management~~ and ~~has~~filed ~~assumed~~the ~~responsibility~~necessary ~~for~~forms. ~~administration~~This ofwas ~~our~~a ~~Stock~~private ~~Option Plan~~transaction.

~~Board~~Code ~~Compensation~~of Ethics

~~Each~~We ~~non-employee~~have ~~director~~adopted ~~receives~~a ~~the~~Code ~~amount~~ of ~~$1,000~~Ethics ~~per~~that ~~day~~is designed ~~for~~to ~~attending~~deter awrongdoing ~~Board~~and ~~meeting~~to inpromote ~~person~~honest ~~or by phone or video link,~~ and ~~$350~~ethical ~~per day for attending each meeting of a meeting of the Company’s Committees. However~~conduct, ~~if a meeting of one or more of the Committees occurs on the same day as a meeting of the Board~~full, ~~a director will not be separately compensated for the attending that Committee meeting(s). As illustration~~fair, ifaccurate aand ~~Board~~timely ~~meeting, Audit Committee meeting~~ and ~~Compensation~~understandable ~~Committee~~disclosure in ~~meeting~~our ~~occur~~SEC ~~during~~reports ~~the~~and ~~course~~other ofpublic ~~one~~communications. ~~day,~~We ~~a director~~ will ~~receive~~provide ~~$1,000~~to asany ~~compensation~~person ~~for~~without ~~attending~~charge, ~~the~~upon ~~Board meeting~~request, ~~but~~a nocopy ~~other~~of ~~compensation. The~~our ~~Company reimburses directors’ reasonable out~~ code of ~~pocket~~ethics. ~~costs~~Persons ~~related~~wishing to ~~attending~~make ~~meetings.~~such ~~Finally,~~a ~~each~~request ~~non-employee~~should ~~director~~contact ~~receives~~Westbridge ~~annually~~Research anGroup, ~~option~~1260 toAvenida ~~purchase~~Chelsea, ~~up to 7~~Vista,~~500~~ ~~shares~~CA of92081 or ~~the~~may ~~Company’s~~find ~~common~~a ~~stock.~~copy ~~During~~filed ~~fiscal~~with ~~2011,~~our ~~the~~Form ~~Company granted non~~10-~~qualified~~Q ~~stock~~for ~~options to acquire 7,500 shares each to two members of~~ the ~~Board~~quarter ofended ~~Directors~~August at31, $02009.~~85 per share. These options expire in 2021.~~

17Indemnification of Directors

~~Section~~The ~~16(a)~~Company’s ~~Beneficial~~Bylaws ~~Ownership~~provide ~~Reporting~~for the ~~Compliance~~indemnification of Directors to the fullest extent provided by applicable law when they are carrying out their duties in good faith.

~~Section~~ITEM 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission11. ~~Officers,~~ ~~directors~~EXECUTIVE and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). No such forms have been submitted to us and we know of no trading activity that has occurred in our equity securities for the fiscal year 2011.COMPENSATION

~~Code~~The following table sets forth information relating to the annual and long-term compensation for the fiscal years ended November 30, 2012, 2011 and 2010 for the President, Chief Financial Officer and Vice President of ~~Ethics~~the Company.

WeSummary ~~have~~Compensation adopted a Code of Ethics that is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate and timely and understandable disclosure in our SEC reports and other public communications. We will provide to any person without charge, upon request, a copy of our code of ethics. Persons wishing to make such a request should contact Westbridge Research Group, 1260 Avenida Chelsea, Vista, CA 92081 or may find a copy filed with our Form 10-Q for the quarter ended August 31, 2009.Table

Indemnification of Directors

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards(1)		Non-Equity Incentive Plan Compensation		Non-qualified Incentive Plan Compensation		All Other Compensation(2)		Total

Christine Koenemann	2012	$	152,083	$	50,000		0	$	0		0		0	$	554	$	202,637
President & Director	2011	$	150,000	$	35,000		0	$	0		0		0	$	0	$	185,000
	2010	$	135,000	$	25,000		0	$	8,260		0		0	$	2,596	$	170,856

Richard Forsyth	2012	$	120,000	$	20,000		0	$	0		0		0	$	0	$	140,000
Chief Financial Officer,	2011	$	30,000	$	0		0	$	0		0		0	$	0	$	30,000
Secretary & General Counsel(3)

Larry Parker, PhD	2012	$	100,000	$	25,000		0	$	0		0		0	$	28,809	$	153,809
Vice President &	2011	$	100,000	$	20,000		0	$	0		0		0	$	22,382	$	142,382
Director of R&D	2010	$	85,000	$	15,000		0	$	4,139		0		0	$	24,236	$	128,375

~~The~~(1) Option ~~Company’s~~Awards ~~Bylaws~~are ~~provide~~issued ~~for~~pursuant to our 2001 Stock Option Plan and reflects the ~~indemnification~~dollar amount of ~~Directors~~compensation toexpense recognized by us in our financial statements for reporting purposes in accordance with ASC 718. For a discussion on the ~~fullest~~assumptions ~~extent~~made ~~provided~~regarding bythe ~~applicable~~valuation ~~law~~of ~~when~~the ~~they~~option awards, ~~are~~please ~~carrying~~see ~~out~~Note ~~their~~1 ~~duties~~“Organization and Significant Accounting Policies” in ~~good~~our ~~faith~~Notes to Consolidated Financial Statements.

~~ITEM~~(2) All ~~11. EXECUTIVE~~Other ~~COMPENSATION~~Compensation is comprised of unused vacation paid to Christine Koenemann and commissions and unused vacation paid to Larry Parker, PhD.

~~The~~(3) Mr. ~~following~~Forsyth’s ~~table~~employment ~~sets~~began September ~~forth information relating to the annual and long-term compensation for the fiscal years ended November 30~~1, 2011~~, 2010 and 2009 for the President, Chief Financial Officer and Vice President of the Company~~.

~~Summary Compensation Table~~17

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards (1)		Non-Equity Incentive Plan Compensation		Non-qualified Incentive Plan Compensation		All Other Compensation (2)		Total
Christine Koenemann	2011	$	150,000	$	35,000		0	$	0		0		0	$	0	$	185,000
President & Director	2010	$	135,000	$	25,000		0	$	8,260		0		0	$	2,596	$	170,856
	2009	$	135,000	$	25,000		0	$	0		0		0	$	4,154	$	164,154
Richard Forsyth Chief Financial Officer, Secretary & General Counsel(3)	2011	$	30,000	$	0		0	$	0		0		0	$	0	$	30,000
Larry Parker, PhD	2011	$	100,000	$	20,000		0	$	0		0		0	$	22,382	$	142,382
Vice President &	2010	$	85,000	$	15,000		0	$	4,139		0		0	$	24,236	$	128,375
Director of R&D	2009	$	85,000	$	8,000		0	$	0		0		0	$	20,144	$	113,144

Bonuses

~~(1) Option~~Historically ~~Awards~~the ~~are~~Compensation ~~issued~~Committee recommends ~~pursuant~~and tothe ~~our~~Board ~~2001~~of ~~Stock~~Directors ~~Option~~approves ~~Plan~~bonuses ~~and~~only ~~reflects~~for the ~~dollar~~President ~~amount~~of the Company and establishes a pool of ~~compensation~~funds ~~expense~~available for ~~recognized~~bonus bygrants usto inother ~~our~~employees ~~financial~~at ~~statements~~the discretion of the President. However, both the President’s bonus and the pool for ~~reporting~~the ~~purposes~~payment inof ~~accordance~~bonuses ~~with~~to ~~ASC~~other ~~718.~~employees ~~For~~is adetermined ~~discussion~~by the Compensation Committee based on ~~the~~a ~~assumptions~~number ~~made~~of ~~regarding~~factors, in particular the ~~valuation~~profitability of the ~~option~~Company ~~awards,~~and ~~please~~on ~~see~~other ~~Note~~factors 1which ~~“Organization~~are subjective. In 2012 a bonus was paid to Ms. Koenemann, Mr. Forsyth and ~~Significant~~to ~~Accounting~~Dr. ~~Policies”~~Parker in ~~our~~recognition ~~Notes~~of totheir ~~Consolidated~~contributions ~~Financial~~in ~~Statements~~increasing sales, fostering the development and testing of new products and growing key personnel.

~~(2) All~~Outstanding ~~Other~~Equity ~~Compensation~~Awards isat ~~comprised of unused vacation paid to Christine Koenemann and commissions and unused vacation paid to Larry Parker, PhD.~~Fiscal Year-End

~~(3) Mr.~~The ~~Forsyth’s~~following ~~employment~~table ~~began~~sets ~~September~~forth 1information regarding outstanding equity awards held by our President, ~~2011~~Chief Financial Officer and Vice-President during our fiscal year ended November 30, 2012.

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Christine Koenemann

50,000

–

1.53

04/15/2018

–

20,000

–

6,666

0.81

03/08/2020

–

Larry Parker, PhD

40,000

–

1.53

04/15/2018

–

10,000

–

3,333

0.81

03/08/2020

–

~~Bonuses~~Richard Forsyth, Chief Financial Officer, began employment on September 1, 2011. He received no equity awards and had no stock awards as of November 30, 2012. In 2012, Mr. Forsyth purchased shares from other shareholders.

~~Historically~~Option ~~the~~Grants Compensation Committee recommends and the Board of Directors approves bonuses only for the President of the Company and establishes a pool of funds available for bonus grants to other employees at the discretion of the President. However, both the President’s bonus and the pool for the payment of bonuses to other employees is determined by the Compensation Committee based on a number of factors, in ~~particular~~Last ~~the~~Fiscal ~~profitability~~Year of the Company and on other factors which are subjective. In 2011 a bonus was paid to Ms. Koenemann and to Dr. Parker in recognition of their contributions in increasing sales, fostering the development and testing of new products and growing key personnel.(Individual Grants)

~~Outstanding~~During ~~Equity~~fiscal ~~Awards~~2012, atthere were ~~Fiscal~~no ~~Year-End~~options granted.

~~The~~During ~~following~~fiscal ~~table~~2011, ~~sets~~the Company ~~forth~~granted ~~information~~non-qualified ~~regarding~~stock ~~outstanding~~options ~~equity~~to ~~awards~~acquire ~~held~~7,500 byshares ~~our~~each ~~President~~to two members of the Board of Directors at $0.85 per share. The 15,000 ~~Chief~~options ~~Financial~~vested ~~Officer~~immediately and ~~Vice-President~~expire ~~during~~in ~~our~~March ~~fiscal~~2021. ~~year~~All ~~ended~~of these options remain outstanding and exercisable at November 30, ~~2011~~2012.

OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Christine Koenemann		75,000		--		--	$	0.25	07/29/2012		--		--		--		--
		50,000		--		--	$	1.53	04/15/2018		--		--		--		--
		20,000		--		6,666	$	0.81	03/08/2020		--		--		--		--
Larry Parker, PhD		40,000		--		--	$	1.53	04/15/2018		--		--		--		--
		10,000		--		3,333	$	0.81	03/08/2020		--		--		--		--

During fiscal 2010, the Company granted stock options to acquire 30,000 shares at $0.81 per share to the Company’s President and Vice-President. These options have fully vested and remain outstanding and exercisable at November 30, 2012.

~~Richard~~Aggregated ~~Forsyth,~~Option ~~Chief~~Exercises ~~Financial~~in ~~Officer,~~Last Fiscal ~~began~~Year ~~employment on September 1, 2011. He received no equity awards~~ and ~~had~~Fiscal noYear-End ~~stock~~Option ~~awards as of November 30, 2011.~~Value

~~Option~~In ~~Grants~~fiscal in2012, ~~Last~~Christine ~~Fiscal~~Koenemann ~~Year~~exercised stock ~~(Individual~~options ~~Grants)~~to purchase stock. Christine Koenemann exercised the right to purchase 75,000 shares of common stock at $0.25 per share for a total of $18,750.

During fiscal 2011, the Company granted non-qualified stock options to acquire 7,500 shares each to two members of the Board of Directors at $0.85 per share. The 15,000 options vested immediately and expire in March 2021. All of these options remain outstanding and exercisable at November 30, 2011.18

~~During~~In fiscal ~~2010~~2011, the Company ~~granted~~established the ~~stock~~2011 ~~options~~Stock toOption ~~acquire~~and ~~30,000~~Stock ~~shares~~Compensation atPlan $0(“2011 Plan”).81 ~~per~~The ~~share~~Plan allows for the grant of options and other awards representing up to 92,688 shares of the Company’s ~~President~~common stock. Such options and ~~Vice-President~~awards may be granted to directors, officers, employees and others who render services to the Company. The options ~~vest~~may ~~over~~be ~~three~~granted ~~years~~as ~~and~~either aincentive ~~total~~stock ofoptions or 20non-qualified stock options. Under the 2011 Plan,~~000~~ incentive stock options ~~have~~may ~~vested~~be asgranted at an exercise price greater than or equal to the market value at the date of ~~November~~the 30grant, ~~2011~~for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value at the date of grant and non-qualified options may be granted at an exercise price greater than or equal to 85% of the market value at the date of the grant. The ~~remaining~~other 10awards that may be granted under the Plan include stock units and stock appreciation rights. There are 15,000 shares granted as non-qualified stock options ~~vest~~under inthe ~~March~~2011 Plan, and no other options or awards were made. Those options are fully vested as of November 30, 2012.

During fiscal ~~2009~~2011, under the 2011 Plan, the Company granted non-qualified stock options to acquire 257,~~000~~500 shares each to two members of the Board of Directors at $0.4785 per share. toThese ~~only~~options ~~non-employee~~are ~~members~~fully ofvested ~~the~~and ~~Board~~expire on November 30, 2021. All of ~~Directors~~these options remain outstanding and exercisable at November 30, 2012.

19At November 30, 2012, the 2011 Plan has a total of 77,688 shares that remain reserved and available for future stock option grants or other award grants.

~~Aggregated~~During ~~Option~~fiscal ~~Exercises~~2001, inthe ~~Last~~Company ~~Fiscal~~established an ~~Year~~employee stock option plan (“the 2001 Plan”) under which options to purchase an aggregate of 400,000 shares of the Company’s common stock may be granted to directors, officers, employees and ~~Fiscal~~certain ~~Year~~persons rendering service to the Company as either incentive options or non-~~End~~qualified ~~Option~~options. ~~Value~~Options vest over varying terms designated by the 2001 Plan’s administrative committee and expire at the earlier of ten years from the date of grant or 90 days after termination of employment. There are options to 262,000 shares granted under the 2001 plan of which 262,000 shares are fully vested as of November 30, 2012. The 2001 Plan has expired and no further stock options are being granted under the 2001 Plan.

InEmployment fiscal 2011, Christine Koenemann and Lawrence Parker exercised stock options to purchase stock. Christine Koenemann exercised the right to purchase 25,000 shares of common stock at $0.25 per share for a total of $6,250. Lawrence Parker exercised the right to purchase 20,000 shares of common stock at $0.25 per share for a total of $5,000.Agreements

InThe ~~fiscal~~Company entered into a new employment agreement with Ms. Koenemann commencing May 1, 2011 which will end on November 30, 2014. Under the ~~Company~~new ~~established~~agreement ~~the~~Ms. ~~2011~~Koenemann is ~~Stock~~to ~~Option~~continue to serve as the President, Secretary and ~~Stock~~Chief ~~Compensation~~Financial ~~Plan~~Officer. (“On September 1, 2011, ~~Plan”)~~Ms. ~~The~~Koenemann ~~Plan~~relinquished her ~~allows~~positions ~~for~~as Secretary and Chief Financial Officer with the ~~grant~~hiring of ~~options~~Richard ~~and~~Forsyth. ~~other~~Ms. ~~awards~~Koenemann’s ~~representing~~base upsalary tois $150,000 92per year with annual reviews which may result in an increase or decrease of the base salary,~~688~~ ~~shares~~but any decrease cannot be for more than ten percent of the ~~Company~~prior year’s ~~common~~base ~~stock.~~salary ~~Such~~without ~~options~~the ~~and~~written ~~awards~~agreement ~~may~~of beMs. ~~granted~~Koenemann. As of toNovember ~~directors~~1, ~~officers~~2012, ~~employees~~Ms. ~~and~~Koenemann’s ~~others~~base ~~who~~salary ~~render~~was ~~services~~increased to $175,000. Ms. Koenemann is also entitled to a bonus paid out annually based on the financial performance of the Company~~. The~~ ~~options~~and ~~may~~other factors to be ~~granted~~determined asby ~~either~~the ~~incentive~~Board ~~stock~~of ~~options~~Directors, or a ~~non-qualified~~committee ~~stock~~thereof, ~~options.~~at ~~Under~~its ~~the~~sole ~~2011~~discretion. Ms. ~~Plan,~~Koenemann ~~incentive~~was not granted stock options ~~may~~in beconnection ~~granted~~with atthis anemployment agreement, ~~exercise~~but ~~price~~may ~~greater~~receive ~~than~~options orfrom ~~equal~~time to ~~the~~time ~~market~~as ~~value~~determined atby the ~~date~~Board of ~~the~~Directors. ~~grant,~~Ms. ~~for~~Koenemann ~~owners~~may ofterminate ~~10%~~the employment oragreement ~~more~~at ofany time by giving the ~~voting~~Company ~~shares,~~120 atday’s anwritten ~~exercise~~notice. The ~~price~~employment ofagreement ~~not~~will also ~~less~~terminate ~~than~~upon ~~110%~~the death or complete disability of ~~the~~Ms. ~~market~~Koenemann, ~~value~~although ather ~~the~~salary ~~date~~would ofcontinue ~~grant~~for ~~and~~six ~~non-qualified~~months ~~options~~thereafter. The Company may beterminate ~~granted~~Ms. atKoenemann’s anemployment ~~exercise~~agreement ~~price~~“for ~~greater~~cause” ~~than~~as ordefined ~~equal~~in tothe ~~85%~~employment ofagreement, in ~~the~~which ~~market~~case ~~value~~there atwill ~~the~~be ~~date~~no ofseverance ~~the~~or ~~grant~~continuation pay. The ~~other~~employment ~~awards~~agreement ~~that~~also ~~may~~provides bethat ~~granted~~Ms. ~~under~~Koenemann ~~the~~will ~~Plan~~receive such ~~include~~insurance ~~stock~~coverage, ~~units~~pension plans and ~~stock~~vacation ~~appreciation~~time ~~rights. There~~as ~~are~~is ~~15,000~~available ~~shares~~under ~~granted~~the asCompany’s ~~non-qualified~~policies. In ~~stock~~the event ~~options~~of ~~under~~termination of the ~~2011~~employment ~~Plan~~agreement, ~~and~~Ms. noKoenemann ~~other~~has ~~options~~the orright ~~awards~~to ~~were~~assume ~~made.~~the ~~Those~~key-person ~~options~~insurance ~~are~~policy ~~fully~~that ~~vested~~the Company ashas ofin ~~November~~place ~~30,~~covering ~~2011~~her life.

During fiscal 2011, under the 2011 Plan, the Company granted non-qualified stock options to acquire 7,500 shares each to two members of the Board of Directors at $0.85 per share. These options are fully vested and expire on November 30, 2021. All of these options remain outstanding and exercisable at November 30, 2011.19

AtThe Company entered into a new employment agreement with Dr. Parker commencing May 1, 2011 and will end on November 30, ~~2011~~2014. Under the new agreement Dr. Parker is to continue to serve as the Vice President and Director of Research and Development. Dr. Parker’s base salary will be $100,000 per year with annual reviews which may result in an increase or decrease of the ~~2011~~base ~~Plan~~salary, ~~has~~but any decrease cannot be for more than ten percent of the prior year’s base salary without the written agreement of Dr. Parker. Dr. Parker will also be entitled to a ~~total~~bonus paid out annually based on the financial performance of 77the Company and other factors determined by the Company’s President at the President’s sole discretion. Dr. Parker was not granted stock options in connection with this employment agreement,~~688~~ ~~shares~~but ~~that~~may ~~remain~~receive ~~reserved~~options from time to time as determined by the Board of Directors. Dr. Parker will receive commissions on sales he supervises with rates and ~~available~~terms to be reviewed and approved annually by the Company’s President. Dr. Parker may terminate the employment agreement at any time by giving the Company 120 day’s written notice. The employment agreement will also terminate upon the death or complete disability of Dr. Parker, although his salary would continue for ~~future~~six ~~stock~~months ~~option~~thereafter. The ~~grants~~Company may terminate Dr. Parker’s employment agreement “for cause” as defined in the employment agreement, in which case there will be no severance or ~~other~~continuation ~~award~~pay. ~~grants~~The employment agreement also provides that Dr. Parker will receive such insurance coverage, pension plans and vacation time as is available under the Company’s policies. In the event of termination of the employment agreement, Dr. Parker has the right to assume the key-person insurance policy that the Company has in place covering his life.

~~During~~On ~~fiscal~~August ~~2001~~15, 2011, the Company ~~established~~entered into an ~~employee~~employment ~~stock~~agreement ~~option~~with ~~plan~~Richard (“Forsyth. The employment agreement provides that Mr. Forsyth is to serve as the General ~~2001~~Counsel, ~~Plan”)~~Secretary ~~under~~and Chief Financial Officer of the Company for a term commencing September 1, 2011 and ending November 30, 2014. Mr. Forsyth’s base salary will be $120,000 per year with annual reviews which ~~options~~may toresult ~~purchase~~in an ~~aggregate~~increase or decrease of ~~400~~the base salary,~~000~~ ~~shares~~but any decrease cannot be for more than ten percent of the ~~Company~~prior year’s ~~common~~base ~~stock~~salary ~~may~~without the written agreement of Mr. Forsyth. Mr. Forsyth will also be ~~granted~~entitled to ~~directors,~~a ~~officers,~~bonus ~~employees~~paid ~~and~~out ~~certain~~annually ~~persons~~based ~~rendering~~on ~~service~~the tofinancial performance of the Company asand ~~either~~other ~~incentive~~factors ~~options~~determined orby ~~non-qualified~~the Company’s President at the President’s sole discretion. Mr. Forsyth was not granted stock options in connection with this employment agreement. ~~Options~~ ~~vest~~Mr. ~~over~~Forsyth ~~varying~~may ~~terms~~terminate ~~designated~~the employment agreement at any time by giving the ~~2001~~Company ~~Plan~~120 day’s ~~administrative~~written ~~committee~~notice. The ~~and~~employment ~~expire~~agreement atwill ~~the~~also ~~earlier~~terminate ofupon Mr. ~~ten~~Forsyth’s ~~years~~death ~~from~~or ~~the~~complete ~~date~~disability, ofalthough ~~grant~~his orsalary 90would ~~days~~continue ~~after~~for ~~termination~~six ofmonths ~~employment~~thereafter. ~~There~~The Company ~~are~~may ~~options~~terminate toMr. ~~344,500~~Forsyth’s ~~shares~~employment ~~granted~~agreement ~~under~~“for ~~the~~cause” ~~2001~~as ~~plan~~defined ofin ~~which~~the ~~334~~employment agreement,~~500~~ in ~~shares~~which ~~are~~case ~~fully~~there ~~vested~~will asbe ofno ~~November~~severance ~~30,~~or ~~2011~~continuation pay. The ~~2001~~employment ~~Plan~~agreement ~~has~~also ~~expired~~provides ~~and~~that noMr. ~~further~~Forsyth ~~stock~~will ~~options~~receive such ~~are~~insurance ~~being~~coverage, ~~granted~~pension plans and vacation time as is available under the ~~2001~~Company’s ~~Plan~~policies, provided however that Mr. Forsyth is entitled to receive three weeks of vacation each year although the Company’s policies only make available two weeks.

~~Employment~~Director ~~Agreements~~Compensation

The ~~Company~~following ~~entered~~Director ~~into~~Compensation aTable summarizes new employment agreement with Ms. Koenemann. The Company had an earlier employment agreement with Ms. Koenemann dated December 1, 2008 that was to expire on November 30, 2011. The new employment agreement commenced May 1, 2011 and will end on November 30, 2014. Under the ~~new~~compensation agreement Ms. Koenemann is to continue to serve as the President, Secretary and Chief Financial Officer. On September 1, 2011, Ms. Koenemann relinquished her positions as Secretary and Chief Financial Officer with the hiring of ~~Richard~~our ~~Forsyth.~~non-employee ~~Ms.~~directors ~~Koenemann’s base salary is $150,000 per year with annual reviews which may result in an increase or decrease of the base salary, but any decrease cannot be~~ for ~~more~~services ~~than~~rendered ~~ten~~during ~~percent of~~ the ~~prior~~ year’s ~~base~~ended ~~salary~~November without the written agreement of Ms. Koenemann. Ms. Koenemann is also be entitled to a bonus paid out annually based on the financial performance of the Company and other factors to be determined by the Board of Directors30, or a committee thereof, at its sole discretion. Ms. Koenemann was not granted stock options in connection with this employment agreement, but may receive options from time to time as determined by the Board of Directors. Ms. Koenemann may terminate the employment agreement at any time by giving the Company 120 day’s written notice. The employment agreement will also terminate upon the death or complete disability of Ms. Koenemann, although her salary would continue for six months thereafter. The Company may terminate Ms. Koenemann’s employment agreement “for cause” as defined in the employment agreement, in which case there will be no severance or continuation pay. The employment agreement also provides that Ms. Koenemann will receive such insurance coverage, pension plans and vacation time as is available under the Company’s policies. In the event of termination of the employment agreement, Ms. Koenemann has the right to assume the key-person insurance policy that the Company has in place covering her life.2012:

Name	Fees Earned or Paid In Cash		Stock Award		Options Award (1)		Non-Qualified Non-Equity Incentive Plan Compensation		Deferred Compensation Earnings		All Other Compensation		Total

Bill Fruehling	$	5,000		0		0		0		0		0	$	5,000

Mark Cole	$	5,000		0		0		0		0		0	$	5,000

(1) The Company ~~entered into a new employment agreement with Dr. Parker. The Company had an earlier employment agreement with Dr. Parker dated October 1~~, 2008 that was to expire on November 30, 2011. The new employment agreement commenced May 1, 2011 and will end on November 30, 2014. Under the new agreement Dr. Parker is to continue to serve as the Vice President and Director of Research and Development. Dr. Parker’s base salary will be $100,000 per year with annual reviews which may result in ~~an increase or decrease of the base salary~~2013, ~~but any decrease cannot be for more than ten percent of the prior year’s base salary without the written agreement of Dr. Parker. Dr. Parker~~ will ~~also~~grant ~~be entitled~~ to aeach ~~bonus paid out annually based on the financial performance~~ of ~~the Company and other factors determined by the Company’s President at the President’s sole discretion~~Mr. ~~Dr.~~ ~~Parker~~Fruehling was not granted stock options in connection with this employment agreement, but may receive options from time to time as determined by the Board of Directors. Dr. Parker will receive commissions on sales he supervises with rates and ~~terms to be reviewed and approved annually by the Company’s President~~Mr. ~~Dr.~~ ~~Parker~~Cole ~~may~~an ~~terminate~~option ~~the~~for ~~employment agreement at any time by giving the Company 120 day’s written notice. The employment agreement will also terminate upon the death or complete disability of Dr. Parker~~7,500 ~~although~~shares ~~his salary would continue~~ for ~~six~~their ~~months~~service ~~thereafter. The Company may terminate Dr. Parker’s employment agreement “for cause” as defined~~ in ~~the~~2012 ~~employment agreement,~~ and in ~~which~~addition ~~case~~an ~~there~~option ~~will~~for ~~be no severance or continuation pay. The employment agreement also provides that Dr. Parker will receive such insurance coverage~~7,500 ~~pension~~shares ~~plans~~for ~~and~~their ~~vacation~~services ~~time as is available under the Company’s policies. In the event of termination of the employment agreement, Dr. Parker has the right to assume the key-person insurance policy that the Company has~~ in ~~place covering his life~~2013.

OnIn ~~August~~addition ~~15, 2011, the Company entered into an employment agreement with Richard Forsyth. The employment agreement provides that Mr. Forsyth is~~ to ~~serve as~~ the ~~General~~compensation ~~Counsel~~mentioned above, ~~Secretary~~we ~~and~~reimburse ~~Chief Financial Officer of~~ the ~~Company~~directors for atheir ~~term~~travel ~~commencing~~expenses ~~September~~incurred ~~1, 2011 and ending November 30, 2014. Mr. Forsyth’s base salary will be $120,000 per year with annual reviews which may result~~ in anattending ~~increase~~meetings ~~or decrease~~ of the ~~base~~Board salary, but any decrease cannot be for more than ten percent of the prior year’s base salary without the written agreement of Executive. Executive will also be entitled to a bonus paid out annually based on the financial performance of the Company and ~~other~~its ~~factors determined by the Company’s President at the President’s sole discretion~~Committees. Executive was not granted stock options in connection with this employment agreement. Executive may terminate the employment agreement at any time by giving the Company 120 day’s written notice. The employment agreement will also terminate upon Mr. Forsyth’s death or complete disability, although his salary would continue for six months thereafter. The Company may terminate Executive’s employment agreement “for cause” as defined in the employment agreement, in which case there will be no severance or continuation pay. The employment agreement also provides that Executive will receive such insurance coverage, pension plans and vacation time as is available under the Company’s policies, provided however that Executive is entitled to receive three weeks of vacation each year although the Company’s policies only make available two weeks.

~~Director Compensation~~20

~~The~~ITEM ~~following~~12. ~~Director~~SECURITY ~~Compensation~~OWNERSHIP ~~Table~~OF ~~summarizes~~CERTAIN ~~the~~BENEFICIAL ~~compensation~~OWNERS ofAND ~~our~~MANAGEMENT ~~non-employee~~AND ~~directors~~RELATED ~~for~~STOCKHOLDER ~~services rendered during the year ended November 30, 2011:~~MATTERS

Name	Fees Earned or Paid In Cash		Stock Award		Options Award (1)		Non-Qualified Non-Equity Incentive Plan Compensation		Deferred Compensation Earnings		All Other Compensation		Total
Bill Fruehling	$	6,350		0	$	3,059		0		0		0	$	9,409
Mark Cole	$	6,350		0	$	3,059		0		0		0	$	9,409

The following table sets forth certain information as of March 6, 2013, with respect to the beneficial ownership of the Company's Common Stock (a) by each person who is known to the Company to own beneficially or of record more than 5% of the outstanding shares of Common Stock, (b) each present director and nominee for election as a director of the Company, and (c) all officers and directors of the Company as a group.

~~(1) Represents~~Unless ~~fair~~indicated ~~market~~below, ~~value~~to ofour ~~options~~knowledge, the ~~granted~~persons ~~during~~and entities named in the ~~year~~table ~~ended~~below ~~November~~have ~~30,~~sole ~~2011~~voting and sole investment power with respect to all shares beneficially owned, ~~calculated~~subject ~~using~~to community property laws where applicable. Pursuant to the ~~Black-Scholes~~rules ~~option~~of ~~pricing~~the ~~model~~rules ~~and~~of ~~related~~the ~~assumptions~~SEC, ascertain ~~disclosed~~shares inof our common ~~consolidated~~stock ~~financial~~that ~~statements. At~~a ~~November~~beneficial ~~30,~~owner ~~2011,~~set ~~Mr.~~forth ~~Fruehling~~in ~~owned~~this ~~options~~table has a right to acquire upwithin 60 days of the date hereof (pursuant to ~~69,500~~the exercise of options or warrants for the purchase of shares ~~and~~of ~~Mr.~~common ~~Cole~~stock) ~~owned~~are ~~options~~deemed to ~~acquire~~be upoutstanding tofor 42the purpose of computing the percentage ownership of that owner,~~500~~ but are not deemed outstanding for the purpose of computing percentage ownership of any other beneficial owner shown in the table. Percentages are calculated based on 2,228,438 shares.

In addition to the compensation mentioned above, we reimburse the directors for their travel expenses incurred in attending meetings of the Board and its Committees.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			W/O Exercise Percent of Class (5)		Percent of Class (6)

Christine Koenemann 1260 Avenida Chelsea Vista, CA 92081		170,675	(1)		4.5		7.4

Lawrence Parker 1260 Avenida Chelsea Vista, CA 92081		70,675	(2)		*		3.1

Richard Forsyth 1260 Avenida Chelsea Vista, CA 92081		2,787			*		*

Albert L. Good 14550 Castle Rock Road Salinas, CA 93908		182,300			8.2		8.2

Kenneth P. Miles 8 Avenida Andra Palm Desert, CA 92260		119,867			5.4		5.4

William Fruehling 5416 Renaissance Avenue San Diego, CA 92122		69,500	(3)		*		3.0

Mark Cole P.O. Box 685 Lyons, CO 80540		42,500	(4)		*		1.9

All Directors & Officers as a Group (4 persons)		285,462			4.9		11.9

21* less than 1%

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~21

~~The following table sets forth certain information as of February 28, 2012, with respect to the beneficial ownership of the Company's Common Stock~~ (a1) byConsists ~~each~~in ~~person~~part ~~who~~of isexercisable ~~known~~options to ~~the~~purchase ~~Company~~50,000 ~~to own beneficially or of record more than 5% of the outstanding~~ shares ofat ~~Common~~$1.53 ~~Stock~~per share, ~~(b) each present director~~ and ~~nominee for election as a director of the Company~~20,000 ~~and~~shares ~~(c)~~at ~~all~~$0.81 ~~officers~~per ~~and directors of the Company as a group~~share.

~~Unless~~(2) ~~indicated~~Consists ~~below, to our knowledge, the persons and entities named~~ in ~~the~~part ~~table~~of ~~below~~exercisable ~~have~~options ~~sole voting and sole investment power with respect~~ to ~~all~~purchase ~~shares beneficially owned~~40,000 ~~subject~~shares toat ~~community property laws where applicable~~$1. ~~Pursuant~~53 toper ~~the~~share, ~~rules~~and ~~of the rules of the SEC~~10,000 ~~certain~~ shares ofat our common stock that a beneficial owner set forth in this table has a right to acquire within 60 days of the date hereof (pursuant to the exercise of options or warrants for the purchase of shares of common stock) are deemed to be outstanding for the purpose of computing the percentage ownership of that owner, but are not deemed outstanding for the purpose of computing percentage ownership of any other beneficial owner shown in the table$0. ~~Percentages~~81 ~~are~~per ~~calculated based on 2,148,438 shares~~share.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			W/O Exercise Percent of Class (5)		Percent of Class (6)
Christine Koenemann 1260 Avenida Chelsea Vista, CA 92081		170,675	(1)		1.2		7.4
Lawrence Parker 1260 Avenida Chelsea Vista, CA 92081		70,675	(2)		1.0		3.1
Albert L. Good 14550 Castle Rock Road Salinas, CA 93908		182,300			8.5		8.5
Kenneth P. Miles 8 Avenida Andra Palm Desert, CA 92260		119,867			5.6		5.6
William Fruehling 5416 Renaissance Avenue San Diego, CA 92122		69,500	(3)		*		3.1
Mark Cole P.O. Box 685 Lyons, CO 80540		42,500	(4)		*		1.9
All Directors & Officers as a Group (3 persons)		284,700			1.3		11.8
* less than 1%

(3)

Consists of exercisable options to purchase 32,000 shares at $0.25 per share, 5,000 shares at $1.53 per share, 12,500 shares at $0.47 per share, 7,500 shares at $0.81 per share and 7,500 shares at $0.85 per share.

(14) Consists ~~in part~~ of exercisable options to purchase 7510,000 shares at $0.25 per share, 505,000 shares at $1.53 per share, ~~and~~12,500 20shares at $0.47 per share,~~000~~ 7,500 shares at $0.81 per share and 7,500 shares at $0.85 per share.

(25) ~~Consists~~Calculated inas ~~part~~if ofno ~~exercisable~~ options towere ~~purchase~~exercised ~~40,000 shares at $1.53 per share,~~ and 102,~~000~~228,438 shares ~~at $0~~outstanding.~~81 per share.~~

(36) ~~Consists~~Calculated ofas ~~exercisable~~if ~~options~~only tothat ~~purchase~~(those) ~~37,000~~shareholder's(s') ~~shares~~options/warrants atexercisable ~~$0.25~~within ~~per~~60 ~~share,~~days ~~5,000~~were ~~shares~~exercised ~~at $1.53 per share, 12,500 shares at $0.47 per share, 7,500 shares at $0.81 per share~~ and ~~7,500~~no ~~shares~~other atoptions/warrants ~~$0.85~~were ~~per share~~exercised.

~~(5)~~The ~~Calculated~~Company ashas ifentered nointo ~~options~~indemnification agreements ~~were~~with ~~exercised~~each of its executive officers and 2directors. The Company has agreed to indemnify each such person for all expenses and liabilities,~~148~~ including criminal monetary judgments,~~438~~ ~~shares~~penalties ~~outstanding~~and fines, incurred by such person in connection with any criminal or civil action brought or threatened against such person by reason of such person being or having been a Company officer, director or employee. In order to be entitled to indemnification, such person must have acted in good faith and in a manner such person believed to be in the Company’s best interests. With respect to criminal actions, such person must have had no reasonable cause to believe his or her conduct was unlawful. Insofar as there is a claim by an officer or director for indemnification for liabilities arising under the Securities Act of 1933, the claim may be unenforceable under the regulations of the Securities and Exchange Commission.

~~(6)~~ITEM ~~Calculated~~14. asPRINCIPAL ifACCOUNTING ~~only~~FEES ~~that~~AND ~~(those) shareholder's(s') options/warrants exercisable within 60 days were exercised and no other options/warrants were exercised.~~SERVICES

22The following are the fees billed us by our auditors, PKF, for services rendered thereby during 2012 and 2011:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

	2011		2010
Audit Fees	$	44,080	$	45,143
Audit Related Fees		–		428
Tax Fees		5,204		5,350
All Other Fees		–		234

~~The~~Audit ~~Company~~Fees ~~has~~consist ~~entered into indemnification agreements with each~~ of ~~its~~the ~~executive~~aggregate ~~officers~~fees billed ~~and~~for ~~directors. The~~professional ~~Company~~services ~~has~~rendered ~~agreed~~for tothe ~~indemnify~~audit ~~each~~of ~~such~~our ~~person~~annual ~~for~~financial ~~all~~statements ~~expenses~~ and ~~liabilities,~~the ~~including~~reviews ~~criminal~~of ~~monetary~~the ~~judgments,~~financial ~~penalties~~information included ~~and~~in ~~fines,~~our ~~incurred~~Forms by10-K ~~such~~and ~~person~~for ~~in connection with~~ any ~~criminal~~other orservices ~~civil~~that ~~action~~are ~~brought~~normally orprovided ~~threatened against such person~~ by ~~reason~~PKF ofin ~~such~~connection ~~person~~with ~~being~~our orstatutory ~~having been a Company officer, director or employee. In order to be entitled to indemnification, such person must have acted in good faith~~ and inregulatory filings ~~a manner such person believed to be in the Company’s best interests. With respect to criminal actions, such person must have had no reasonable cause to believe his~~ or ~~her conduct was unlawful~~engagements. Insofar as there is a claim by an officer or director for indemnification for liabilities arising under the Securities Act of 1933, the claim may be unenforceable under the regulations of the Securities and Exchange Commission.

~~ITEM~~Audit ~~14. PRINCIPAL~~Related ~~ACCOUNTING~~Fees ~~FEES~~consist ~~AND~~of ~~SERVICES~~the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

~~The~~Tax ~~following~~Fees ~~are~~consist of the ~~fees~~aggregate fees billed usfor byprofessional ~~our~~fees ~~auditors~~rendered for tax compliance, ~~PKF~~tax advice, and tax planning. Included in such Tax Fees were the fees for ~~services~~preparation ~~rendered~~of ~~thereby~~our ~~during~~tax ~~2011~~returns, consultancy and ~~2010:~~advice on domestic tax structures.

	2011		2010
Audit Fees	$	45,143	$	44,566
Audit Related Fees		428		--
Tax Fees		5,350		5,148
All Other Fees		234		--

All Other Fees consists of the aggregate fees billed for products and services provided by PKF and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.

Our Audit ~~Fees~~Committee ~~consist~~has ofconsidered whether the ~~aggregate~~provision ~~fees~~of ~~billed for professional services rendered for~~ the non-audit ofservices ~~our~~described ~~annual~~above ~~financial~~is ~~statements~~compatible ~~and~~with ~~the~~maintaining ~~reviews~~PKF’s ofindependence ~~the financial information included in our Forms 10-K~~ and ~~for~~determined that ~~any~~such ~~other~~ services ~~that~~ are ~~normally provided by PKF in connection with our statutory and regulatory filings or engagements~~appropriate.

~~Audit~~Before ~~Related Fees consist of~~ the ~~aggregate~~auditors ~~fees~~are ~~billed~~engaged ~~for~~to ~~professional~~provide us ~~services~~audit ~~rendered for assurance and related~~ services, ~~that~~such ~~were~~engagement ~~reasonably~~is ~~related~~approved toby the ~~performance~~Audit ofCommittee ~~the audit or review~~ of our ~~financial~~Board ~~statements~~of ~~and were not otherwise included in Audit Fees~~Directors.

Tax Fees consist of the aggregate fees billed for professional fees rendered for tax compliance, tax advice, and tax planning. Included in such Tax Fees were the fees for preparation of our tax returns, consultancy and advice on domestic tax structures.22

~~All~~PART ~~Other Fees consists of the aggregate fees billed for products and services provided by PKF and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.~~IV

~~Our~~ITEM ~~Audit~~15. ~~Committee~~EXHIBITS, ~~has~~FINANCIAL ~~considered~~STATEMENT ~~whether the provision of the non-audit services described above is compatible with maintaining PKF’s independence and determined that such services are appropriate.~~SCHEDULE

~~Before~~(a) 1. The ~~the~~following ~~auditors~~financial ~~are~~statements of ~~engaged to provide us audit services, such engagement is approved by~~ the ~~Audit~~Company ~~Committee~~are ofincluded ~~our~~in ~~Board~~Item ~~of Directors.~~7:

Consolidated Balance Sheets at November 30, 2012 and 2011	F-4

Consolidated Statements of Operations for each of the two years ended November 30, 2012	F-6

Consolidated Statements of Shareholders' Equity for each of the two years ended November 30, 2012	F-7

Consolidated Statements of Cash Flows for each of the two years ended November 30, 2012	F-8

Notes to Consolidated Financial Statements	F-9

~~PART~~(b) Form IV8-K was filed on October 10, 2008 disclosing the employment agreement between Company and Dr. Lawrence Parker, Vice-President and Director of Research and Development.

~~ITEM~~Form ~~15. EXHIBITS~~8-K was filed on January 22, 2009 ~~FINANCIAL~~disclosing ~~STATEMENT~~the ~~SCHEDULE~~employment agreement between Company and Christine Koenemann, President.

~~(a)~~Form 1.8-K ~~The~~was ~~following~~filed on ~~financial~~April ~~statements~~29, of2011 disclosing the new employment agreement between Company ~~are~~and ~~included~~Christine inKoenemann, ~~Item~~President, 7:Secretary and Chief Financial Officer.

Consolidated Balance Sheets at November 30, 2011 and 2010	F-4
Consolidated Statements of Operations for each of the two years ended November 30, 2011	F-6
Consolidated Statements of Shareholders' Equity for each of the two years ended November 30, 2011	F-7
Consolidated Statements of Cash Flows for each of the two years ended November 30, 2011	F-8
Notes to Consolidated Financial Statements	F-9

Form 8-K was filed on April 29, 2011 disclosing the new employment agreement between Company and Larry Parker, Ph.D. and Director of Research and Development.

(b)	Form 8-K was filed on October 10, 2008 disclosing the employment agreement between Company and Dr. Lawrence Parker, Vice-President and Director of Research and Development. Form 8-K was filed on January 22, 2009 disclosing the employment agreement between Company and Christine Koenemann, President. Form 8-K was filed on April 29, 2011 disclosing the new employment agreement between Company and Christine Koenemann, President, Secretary and Chief Financial Officer. Form 8-K was filed on April 29, 2011 disclosing the new employment agreement between Company and Larry Parker, Ph.D. and Director of Research and Development. Form 8-K was filed on August 25, 2011, disclosing the employment agreement between Company and Richard Forsyth, Chief Financial Officer, Secretary, Chief Financial Officer and General Counsel.
(c)	Exhibit filed herewith:
3(a)	Articles of Incorporation and amendments thereto, incorporated by reference to Exhibit 3(a) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.
3(b)	Amendment to Articles of Incorporation as filed with the California Secretary of State on September 24, 1997.
3(c)	Bylaws, incorporated by reference to Exhibit 3(b) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984
10(a)	Biosystems R & D Agreement, incorporated by reference to Exhibit 10(a) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.
10(b)	Biosystems Technology Transfer Agreement, incorporated by reference to Exhibit 10(b) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.
10(c)	Biolink Acquisition Agreement, incorporated by reference to Exhibit 10(c) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.
10(d)	Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10(d) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.
10(e)	Employee Stock Purchase Plan, incorporated by reference to Exhibit 10(e) to Registration Statement number 2-92261 on Form S-18 filed July 18, 1984.

Form 8-K was filed on August 25, 2011, disclosing the employment agreement between Company and Richard Forsyth, Chief Financial Officer, Secretary, Chief Financial Officer and General Counsel.

24(c) Exhibit filed herewith:

103(fa) Articles ~~Nonqualified Stock Option~~ of ~~Dr.~~Incorporation ~~Jonas~~and ~~Salk~~amendments thereto, incorporated by reference to Exhibit 103(fa) ~~filed~~to ~~with~~Registration Statement number 2-92261 on Form 8S-K18 ~~dated~~filed ~~November~~July 1018, ~~1987~~1984.

103(gb) Amendment ~~Nonqualified~~to ~~Stock~~Articles ~~Option~~ of ~~Stephen~~Incorporation as C.filed ~~Hall,~~with ~~incorporated~~the byCalifornia ~~reference~~Secretary toof ~~Exhibit~~State ~~10(g)~~on ~~filed~~September ~~with Form 8-K dated November 10~~24, ~~1987~~1997.

103(hc) ~~Nonqualified Stock Option of Michael A. Spivak~~ Bylaws, incorporated by reference to Exhibit 103(hb) ~~filed~~to ~~with~~Registration Statement number 2-92261 on Form 8S-K18 ~~dated~~filed ~~November~~July 1018, ~~1987~~1984.

10(ia) Biosystems ~~Nonqualified~~R ~~Stock~~& ~~Option~~D ~~of Dr. Peter L. Salk~~Agreement, incorporated by reference to Exhibit 10(ia) ~~filed~~to ~~with~~Registration Statement number 2-92261 on Form 8S-K18 ~~dated~~filed ~~November~~July 1018, ~~1987~~1984.

10(jb) Biosystems ~~Nonqualified~~Technology ~~Stock Option of Gerald R. Haddock~~Transfer Agreement, incorporated by reference to Exhibit 10(jb) ~~filed~~to ~~with~~Registration Statement number 2-92261 on Form 8S-K18 ~~dated~~filed ~~November~~July 1018, ~~1987~~1984.

10(kc) Biolink ~~Nonqualified~~Acquisition ~~Stock Option of Peter Dine~~Agreement, incorporated by reference to Exhibit 10(mc) ~~filed~~to ~~with~~Registration ~~the~~Statement ~~Annual~~number ~~Report~~2-92261 on Form 10S-K18 ~~for~~filed ~~the~~July ~~fiscal year ended November 30~~18, ~~1988~~1984.

~~10(l) Nonqualified Stock Option of Stanley L. Woodward, incorporated by reference to Exhibit 10(n) filed with the Annual Report on Form 10-K for the fiscal year ended November 30, 1988.~~23

10(md) Employee ~~Westbridge~~Incentive ~~Agrosystems~~Stock ~~Limited Exchange Agreement~~Option Plan, incorporated by reference to Exhibit 10(od) ~~filed with Post Effective Amendment Number 1~~ to ~~the~~ Registration Statement number 2-92261 on Form S -18 filed ~~December~~July 2618, ~~1989~~1984.

10(ne) Employee ~~Nonqualified~~ Stock ~~Option~~Purchase ~~of Noel R. Schaefer~~ Plan, incorporated by reference to Exhibit 10(qe) to ~~the~~Registration ~~Company's~~Statement ~~Annual~~number ~~Report~~2-92261 on Form 10S-K18 ~~for~~filed ~~the~~July ~~fiscal year ended November 30~~18, ~~1989~~1984.

10(of) Nonqualified ~~Biosystems~~Stock ~~License~~Option ~~Agreement~~of Dr. Jonas Salk, incorporated by reference to Exhibit 10(sf) tofiled ~~the~~with ~~Company's Annual Report on~~ Form 108-K ~~for~~dated ~~the fiscal year ended~~ November 3010, ~~1989~~1987.

10(pg) Nonqualified ~~Warrant~~Stock ~~Agency~~Option ~~Agreement~~of Stephen C. Hall, incorporated by reference to Exhibit 410(bg) tofiled ~~Registration~~with ~~Statement number 2-92261 on~~ Form S8-18K ~~filed~~dated ~~July~~November 1810, ~~1984~~1987.

10(qh) Nonqualified ~~Agriculture~~Stock ~~Products~~Option ~~Marketing,~~of ~~Sales,~~Michael A. ~~License and Distribution Agreement by and between Haddock & Schaefer and the Company~~Spivak, ~~dated November 15, 1991,~~ incorporated by reference to Exhibit 10(qh) filed with ~~The Annual Report on~~ Form 108-~~KSB~~K ~~for~~dated ~~the fiscal year ended~~ November 3010, ~~1992~~1987.

10(ri) Nonqualified ~~Oil~~Stock ~~Products~~Option ~~Marketing,~~of ~~Sales,~~Dr. Peter ~~License~~L. ~~and Distribution Agreement by and between Haddock & Schaefer and the Company~~Salk, ~~dated November 15, 1991,~~ incorporated by reference to Exhibit 10(ri) filed with ~~The Annual Report on~~ Form 108-~~KSB~~K ~~for~~dated ~~the fiscal year ended~~ November 3010, ~~1992~~1987.

10(sj) Nonqualified ~~Employment~~Stock ~~Agreement~~Option byof ~~and~~Gerald R. ~~between Company and Warren Currier III~~Haddock, ~~dated~~incorporated ~~December 1, 1991,~~ by reference to Exhibit 10(sj) filed with 10Form 8-~~KSB~~K ~~for~~dated ~~the fiscal year ended~~ November 3010, ~~1992~~1987.

10(tk) Nonqualified ~~Property~~Stock ~~lease~~Option byof ~~and between Mitsui Fudosan (USA)~~Peter Dine, ~~Inc.~~incorporated ~~and~~by ~~the~~reference ~~Company,~~to ~~dated~~Exhibit ~~December~~10(m) ~~1, 1995,~~ filed with the Annual Report on Form 10-~~KSB~~K for the fiscal year ended November 30, ~~1995~~ 1988.

10(ul) Nonqualified ~~Agreement~~Stock ~~dated~~Option as of ~~October~~Stanley L. 1Woodward, ~~1996,~~incorporated by ~~and~~reference ~~between~~to ~~Westbridge~~Exhibit ~~Research~~10(n) ~~Group and Westbridge Biosystems Limited~~ filed with the Annual Report on Form 10-~~KSB~~K for the fiscal year ended November 30, ~~1996~~1988.

10(vm) Westbridge ~~Research~~Agrosystems ~~Group~~Limited Exchange ~~1994~~Agreement, ~~Incentive~~incorporated ~~Stock~~by ~~Option~~reference ~~Plan~~to Exhibit 10(o) filed with ~~the~~Post ~~Annual~~Effective ~~Report~~Amendment onNumber ~~Form~~1 10to the Registration Statement number 2-~~KSB~~92261 ~~for~~on ~~the~~Form ~~fiscal~~S ~~year~~18 ~~ended~~filed ~~November~~December 3026, ~~1996~~1989.

10(wn) Nonqualified Stock Option of ~~Christine~~Noel R. ~~Koenemann,~~Schaefer incorporated by reference to Exhibit 10(wq) ~~filed~~to ~~with~~ the Company's Annual Report on Form 10-~~KSB~~K for the fiscal year ended November 30, ~~1996~~1989.

2510(o) Biosystems License Agreement incorporated by reference to Exhibit 10(s) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1989.

10(xp) Warrant ~~Westbridge~~Agency ~~Research~~Agreement, ~~Group~~incorporated by ~~2001~~reference ~~Stock~~to ~~Option~~Exhibit ~~Plan~~4(b) to Registration Statement number 2-92261 on Form S-18 filed ~~herewith~~July 18, 1984.

10(yq) Agriculture ~~Form~~Products ~~8-K~~Marketing, Sales, ~~filed~~License onand Distribution Agreement by and between Haddock & Schaefer and the Company, dated November 515, ~~2004~~1991, ~~disclosing~~incorporated by ~~the~~reference ~~resignation~~to ofExhibit ~~two~~10(q) ~~members~~filed ofwith The Annual Report on Form 10-KSB for the ~~Board~~fiscal ofyear ~~Directors~~ended November 30, 1992.

10(zr) Oil ~~Form~~Products ~~8-K~~Marketing, ~~filed~~Sales, License onand ~~March~~Distribution Agreement by and between Haddock & Schaefer and the Company, dated November 15, ~~2006~~1991, ~~disclosing~~incorporated by ~~the~~reference ~~Employment~~to ~~Agreement~~Exhibit by10(r) ~~and~~filed ~~between~~with ~~Company~~The ~~and~~Annual ~~Christine~~Report ~~Koenemann~~on Form 10-KSB for the fiscal year ended November 30, 1992.

10(aas) Employment ~~Form~~Agreement ~~8-K,~~by ~~filed~~and onbetween Company and Warren Currier III, dated December 71, ~~2006~~1991, ~~disclosing~~by reference to Exhibit 10(s) filed with 10-KSB for the ~~new~~fiscal ~~building~~year ~~facilities~~ended November ~~lease~~30, ~~agreement~~1992.

10(bbt) Property ~~Amendment~~lease toby ~~Employment~~and ~~Agreement~~ between Mitsui ~~Company~~Fudosan (USA), Inc. and ~~Christine~~the ~~Koenemann~~Company, dated December 1, ~~2007~~1995, filed with the Annual Report on Form 10-KSB for the fiscal year ended November 30, 1995.

10(ccu) Agreement ~~Assignment~~dated ~~Agreement~~as of October 1, 1996, by and between ~~Company~~Westbridge Research Group and ~~buyer~~Westbridge ofBiosystems ~~Mexico~~Limited ~~property~~filed ~~dated~~with ~~August~~the ~~15,~~Annual ~~2008,~~Report ~~and~~on ~~Amendment~~Form ~~No.~~10-KSB for 1the ~~dated~~fiscal ~~December~~year 15ended November 30, ~~2008~~1996.

~~10(dd) Amendment No. 2 dated March 2, 2009 between Company and buyer of Mexico property.~~24

10(eev) Westbridge ~~Amendment~~Research ~~No.~~Group 31994 Incentive ~~dated~~Stock ~~November~~Option ~~23,~~Plan ~~2010~~filed ~~between~~with ~~Company~~the ~~and~~Annual ~~buyer~~Report ofon ~~Mexico~~Form ~~property~~10-KSB for the fiscal year ended November 30, 1996.

10(ffw) Nonqualified ~~Form~~Stock ~~8-K~~Option ~~filed~~of onChristine Koenemann, ~~April~~incorporated ~~29,~~by ~~2011~~reference ~~disclosing~~to ~~the~~Exhibit ~~Employment~~10(w) ~~Agreement~~filed ~~between~~with the ~~Company~~Annual ~~and~~Report ~~Christine~~on ~~Koenemann,~~Form ~~President,~~10-KSB ~~Secretary~~for ~~and~~the ~~Chief~~fiscal ~~Financial~~year ~~Officer~~ended November 30, 1996.

10(ggx) Westbridge ~~Form~~Research ~~8-K~~Group ~~filed~~2001 Stock onOption ~~April~~Plan ~~29,~~filed ~~2011 disclosing the Employment Agreement between the Company and Larry Parker, Ph~~herewith.~~D., Director of Research and Development.~~

10(hhy) Form 8-K, filed on ~~August~~November 255, 2004, ~~2011~~ disclosing the ~~Employment~~resignation ~~Agreement~~of ~~between~~two ~~the~~members ~~Company~~of ~~and~~the ~~Richard~~Board ~~Forsyth,~~of ~~Chief Financial Officer and Secretary~~Directors.

~~31.1~~10(z) Form ~~Certification~~8-K, offiled ~~Principal~~on ~~Executive~~March ~~Officer~~15, 2006, disclosing the Employment Agreement by and between Company and Christine Koenemann.

~~31.2~~10(aa) Form ~~Certification~~8-K, offiled ~~Principal~~on ~~Financial~~December ~~Officer~~7, 2006, disclosing the new building facilities lease agreement.

~~32.1~~10(bb) ~~Certification~~Amendment ofto ~~Principal~~Employment ~~Executive~~Agreement between ~~Executive~~Company ~~Officer~~and ~~Pursuant~~Christine toKoenemann 18dated ~~U.S.C.~~December ~~Section 1350~~1, ~~as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~2007.

~~32.2~~10(cc) Assignment ~~Certification~~Agreement ofbetween Company ~~Principal~~and ~~Executive~~buyer ~~Financial~~of ~~Officer~~Mexico ~~Pursuant~~property todated 18August ~~U.S.C.~~15, ~~Section 1350~~2008, asand ~~Adopted~~Amendment ~~Pursuant~~No. to1 ~~Section~~dated ~~906~~December of15, ~~the Sarbanes-Oxley Act of 2002~~2008.

2610(dd) Amendment No. 2 dated March 2, 2009 between Company and buyer of Mexico property.

~~SIGNATURES~~10(ee) Amendment No. 3 dated November 23, 2010 between Company and buyer of Mexico property.

~~Pursuant to the requirements of Section 13 and 15~~10(dff) Form of8-K ~~the~~filed ~~Securities~~on ~~Exchange~~April ~~Act of 1934~~29, 2011 disclosing the ~~registrant~~Employment ~~has~~Agreement ~~duly~~between ~~caused~~the ~~this~~Company ~~report~~and toChristine beKoenemann, ~~signed on its behalf by the undersigned~~President, ~~thereunto~~Secretary ~~duly~~and ~~authorized~~Chief onFinancial ~~March 14, 2012~~Officer.

~~Westbridge~~10(gg) Form 8-K filed on April 29, 2011 disclosing the Employment Agreement between the Company and Larry Parker, Ph.D., Director of Research ~~Group~~and Development.

~~By:~~10(hh) ~~/s/~~Form ~~Christine~~8-K ~~Koenemann~~filed on August 25, 2011 disclosing the Employment Agreement between the Company and Richard Forsyth, Chief Financial Officer and Secretary.

~~Christine~~31.1 Certification ~~Koenemann,~~of ~~President~~Principal Executive Officer

~~Principal~~31.2 Certification ~~Executive~~of Principal Financial Officer

~~By:~~32.1 Certification ~~/s/~~of ~~Richard~~Principal ~~Forsyth~~Executive Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Richard~~32.2 Certification ~~Forsyth,~~of ~~Chief~~Principal Executive Financial Officer ~~and~~Pursuant ~~Secretary~~to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Principal Financial Officer~~25

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:SIGNATURES

Signature	Title	Date
/s/ Christine Koenemann	Director	March 14, 2012
Christine Koenemann
/s/ William Fruehling	Director	March 14, 2012
William Fruehling
/s/ Mark Cole	Director	March 14, 2012
Mark Cole

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 6, 2013.

27Westbridge Research Group By: /s/ Christine Koenemann Christine Koenemann, PresidentPrincipal Executive Officer

~~WESTBRIDGE~~By: ~~RESEARCH~~/s/ ~~GROUP~~Richard Forsyth Richard Forsyth, Chief Financial Officer and SecretaryPrincipal Financial Officer

~~AND~~Pursuant to ~~SUBSIDIARY~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

CONSOLIDATED FINANCIAL STATEMENTS AND

Signature	Title	Date


/s/ Christine Koenemann	Director	March 6, 2013
Christine Koenemann

/s/ William Fruehling	Director	March 6, 2013
William Fruehling

/s/ Mark Cole	Director	March 6, 2013
Mark Cole

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~26

~~For~~Westbridge Research ~~The Years Ended November 30, 2011 and 2010~~Group

~~F-1~~AND SUBSIDIARY

~~WESTBRIDGE~~CONSOLIDATED ~~RESEARCH~~FINANCIAL ~~GROUP~~STATEMENTS AND

~~AND~~REPORT ~~SUBSIDIARY~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~TABLE~~For OFThe ~~CONTENTS~~Years Ended November 30, 2012 and 2011

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-3
FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-6
Consolidated Statements of Shareholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-9

F-1

~~F-2~~Westbridge Research Group

~~REPORT~~AND ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~SUBSIDIARY

ToTABLE ~~the~~OF ~~Board of Directors and Shareholders~~CONTENTS

Westbridge Research Group and Subsidiary

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F- 3

FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations	F-6

Consolidated Statements of Shareholders’ Equity	F-7

Consolidated Statements of Cash Flows	F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-9

~~Vista, California~~F-2

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~consolidated~~PUBLIC ACCOUNTING balance sheets of Westbridge Research Group and Subsidiary (the “Company”) as of November 30, 2011 and 2010, and the related consolidated statements of operations, shareholders’ equity 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.FIRM

WeTo ~~have conducted our audits in accordance with~~ the ~~standards of the Public Company Accounting Oversight~~ Board ~~(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free~~ of ~~material~~Directors misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audits included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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.Shareholders

~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of~~ Westbridge Research Group and Subsidiary at November 30, 2011 and 2010, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~San Diego~~Vista, California ~~March 14, 2012 /s/ PKF PKF Certified Public Accountants A Professional Corporation~~

FWe have audited the accompanying consolidated balance sheets of Westbridge Research Group and Subsidiary (the “Company”) as of November 30, 2012 and 2011, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-3year period ended November 30, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~WESTBRIDGE~~We conducted ~~RESEARCH~~our ~~GROUP~~audits ~~AND~~in ~~SUBSIDIARY~~accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

~~CONSOLIDATED~~In our ~~BALANCE~~opinion, ~~SHEETS~~the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Westbridge Research Group and Subsidiary as of November 30, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended November 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

November 30, 2011 and 2010

	/s/ PKF
San Diego, California	PKF
March 6, 2013	Certified Public Accountants
	A Professional Corporation

ASSETS
	2011			2010
Current assets:
Cash and cash equivalents	$	1,319,648		$	1,493,142
Investments		1,000			1,000
Accounts receivable, less allowance of $3,600 and $3,000 at November 30, 2011 and 2010		194,785			192,696
Inventories		970,085			577,450
Deferred tax asset		76,000			72,000
Prepaid expenses and other current assets		232,261			210,011
Total current assets		2,793,779			2,546,299
Property and equipment, at cost:
Machinery and equipment		779,304			704,186
Office furniture and fixtures		173,779			128,091
Leasehold improvements		372,488			368,740
Vehicles		55,442			55,442
		1,381,013			1,256,459
Less: accumulated depreciation and amortization		(896,510	)		(753,550	)
Net property and equipment		484,503			502,909
Deferred tax asset, net of current portion		75,000			70,000
Intangible assets		151,600			151,600
Total assets	$	3,504,882		$	3,270,808

F-3

~~The~~Westbridge Research ~~accompanying~~Group ~~notes~~and ~~are an integral part of the consolidated financial statements.~~Subsidiary

~~F-4~~Consolidated Balance Sheets

~~WESTBRIDGE~~November ~~RESEARCH~~30, ~~GROUP~~2012 ~~AND~~and ~~SUBSIDIARY~~2011

CONSOLIDATED BALANCE SHEETS

ASSETS

	2012			2011
Current assets:
Cash and cash equivalents	$	1,531,686		$	1,319,648
Investments		1,000			1,000
Accounts receivable, less allowance of $3,600 at November 30, 2012 and 2011		155,693			194,785
Inventories		1,211,170			970,085
Deferred taxes		172,000			76,000
Prepaid inventory		161,500			116,704
Other current assets		160,783			115,557

Total current assets		3,393,832			2,793,779

Property and equipment, at cost:
Machinery and equipment		923,929			779,304
Office furniture and fixtures		186,787			173,779
Leasehold improvements		383,401			372,488
Vehicles		71,080			55,442

		1,565,197			1,381,013

Less: accumulated depreciation and amortization		(1,019,758	)		(896,510	)

Net property and equipment		545,439			484,503

Deferred tax asset, net of current portion		–			75,000
Intangible assets		151,600			151,600

Total assets	$	4,090,871		$	3,504,882

~~November~~The ~~30,~~accompanying ~~2011~~notes ~~and~~are ~~2010~~an integral part of the consolidated financial statements.

LIABILITIES AND SHAREHOLDERS' EQUITY
	2011			2010
Current Liabilities:
Accounts payable	$	59,364		$	64,306
Accrued expenses		420,975			502,436
Current portion of long-term debt		-			3,974
Current portion of capital leases		11,899			19,814
Total current liabilities		492,238			590,530
Capital leases, net of current portion		-			11,899
Total liabilities		492,238			602,429
Commitments and contingencies (Note 7)
Shareholders' equity:
Preferred stock, 5,000,000 shares authorized,no shares issued and outstanding		-			-
Common stock, no par value, 37,500,000 shares authorized, 2,148,438 and 2,103,438 shares issued and outstanding at November 30, 2011 and 2010		8,491,104			8,479,854
Paid-in capital		243,769			224,172
Accumulated deficit		(5,722,229	)		(6,035,647	)
Total shareholders' equity		3,012,644			2,668,379
Total liabilities and shareholders' equity	$	3,504,882		$	3,270,808

F-4

~~The~~Westbridge Research ~~accompanying~~Group ~~notes~~and ~~are an integral part of the consolidated financial statements.~~Subsidiary

~~F-5~~Consolidated Balance Sheets

~~WESTBRIDGE~~November ~~RESEARCH~~30, ~~GROUP~~2012 ~~AND~~and ~~SUBSIDIARY~~2011

CONSOLIDATED STATEMENTS OF OPERATIONS

LIABILITIES AND SHAREHOLDERS' EQUITY

	2012			2011
Current Liabilities:
Accounts payable	$	58,079		$	59,364
Accrued expenses		336,802			420,975
Current portion of long-term debt		4,623			–
Current portion of capital leases		–			11,899

Total current liabilities		399,504			492,238

Note payable, net of current portion		19,152			–
Deferred taxes		137,400			–

Total liabilities		556,056			492,238

Commitments and contingencies (Note 7)

Shareholders' equity:
Preferred stock, 5,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, no par value, 37,500,000 shares authorized, 2,223,438 and 2,148,438 shares issued and outstanding at November 30, 2012 and 2011		8,509,854			8,491,104
Paid-in capital		247,902			243,769
Accumulated deficit		(5,222,941	)		(5,722,229	)

Total shareholders' equity		3,534,815			3,012,644

Total liabilities and shareholders' equity	$	4,090,871		$	3,504,882

~~For~~The ~~the~~accompanying ~~Years~~notes ~~Ended~~are ~~November~~an ~~30,~~integral ~~2011~~part ~~and~~of ~~2010~~the consolidated financial statements.

	2011			2010
Agricultural product sales	$	4,826,434		$	4,238,308
Cost of sales		2,164,823			1,844,924
Gross profit		2,661,611			2,393,384
Operating expenses:
Research and development		305,125			281,324
Selling		1,304,156			1,244,125
General and administrative		895,724			775,971
Total operating expenses		2,505,005			2,301,420
Income from operations		156,606			91,964
Other income (expense):
Interest expense		(8,298	)		(11,538	)
Interest income		1,231			1,999
Other income		159,339			149,020
Total other income (expense)		152,272			139,481
Income before income taxes		308,878			231,445
Income tax benefit		4,540			15,200
Net income	$	313,418		$	246,645
Basic earnings per common share	$	0.15		$	0.12
Weighted average shares outstanding		2,144,688			2,103,438
Diluted earnings per common share	$	0.14		$	0.11
Weighted average shares and options outstanding		2,247,042			2,232,846

F-5

~~The~~Westbridge Research ~~accompanying~~Group ~~notes~~and ~~are an integral part of the consolidated financial statements.~~Subsidiary

~~F-6~~Consolidated STATEMENTS OF OPERATIONS

~~WESTBRIDGE~~For ~~RESEARCH~~the ~~GROUP~~Years ~~AND~~Ended ~~SUBSIDIARY~~November 30, 2012 and 2011

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

	2012			2011

Agricultural product sales	$	6,557,989		$	4,826,434

Cost of sales		2,894,134			2,164,823

Gross profit		3,663,855			2,661,611

Operating expenses:
Research and development		480,551			305,125
Selling		1,708,700			1,304,156
General and administrative		927,512			895,724

Total operating expenses		3,116,763			2,505,005

Income from operations		547,092			156,606

Other income (expense):
Interest expense		(2,386	)		(8,298	)
Interest income		1,488			1,231
Gain on sale of asset		500			–
Other income		131,619			159,339

Total other income		131,221			152,272

Income before income taxes		678,313			308,878

Income tax provision (benefit)		179,025			(4,540	)

Net income	$	499,288		$	313,418

Basic earnings per common share	$	0.23		$	0.15

Weighted average shares outstanding		2,183,855			2,144,688

Diluted earnings per common share	$	0.22		$	0.14

Weighted average shares and options outstanding		2,241,017			2,247,042

~~For~~The ~~the~~accompanying ~~Years~~notes ~~Ended~~are ~~November~~an ~~30,~~integral ~~2011~~part ~~and~~of ~~2010~~the consolidated financial statements.

	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, November 30, 2009		2,103,438	$	8,479,854	$	181,402	$	(6,282,292	)	$	2,378,964
Stock compensation expense		--		--		42,770		--			42,770
Net income		--		--		--		246,645			246,645
Balance, November 30, 2010		2,103,438		8,479,854		224,172		(6,035,647	)		2,668,379
Exercise of stock options		45,000		11,250		--		--			11,250
Stock compensation expense		--		--		19,597		--			19,597
Net income		--		--		--		313,418			313,418
Balance, November 30, 2011		2,148,438	$	8,491,104	$	243,769	$	(5,722,229	)	$	3,012,644

F-6

~~The~~Westbridge Research ~~accompanying~~Group ~~notes~~and ~~are an integral part of the consolidated financial statements.~~Subsidiary

~~F-7~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

~~WESTBRIDGE~~For ~~RESEARCH~~the ~~GROUP~~Years ~~AND~~Ended ~~SUBSIDIARY~~November 30, 2012 and 2011

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Total

Balance, November 30, 2010		2,103,438	$	8,479,854	$	224,172	$	(6,035,647	)	$	2,668,379

Exercise of stock options		45,000		11,250		–		–			11,250

Stock compensation expense		–		–		19,597		–			19,597

Net income		–		–		–		313,418			313,418

Balance, November 30, 2011		2,148,438		8,491,104		243,769		(5,722,229	)		3,012,644

Exercise of stock options		75,000		18,750		–		–			18,750

Stock compensation expense		–		–		4,133		–			4,133

Net income		–		–		–		499,288			499,288

Balance, November 30, 2012		2,223,438	$	8,509,854	$	247,902	$	(5,222,941	)	$	3,534,815

~~For~~The ~~the~~accompanying ~~Years~~notes ~~Ended~~are ~~November~~an ~~30,~~integral ~~2011~~part ~~and~~of ~~2010~~the consolidated financial statements.

	2011			2010
Cash flows from operating activities:
Net income	$	313,418		$	246,645
Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
Depreciation and amortization		142,960			149,487
Stock compensation expense		19,597			42,770
Increase (decrease) in bad debt allowance		600			(3,416	)
Increase in deferred tax asset		(9,000	)		(37,000	)
Changes in operating assets and liabilities:
Increase in accounts receivable		(2,689	)		(136,188	)
Receipts of long-term account receivable		--			157,766
(Increase) decrease in inventories		(392,635	)		43,026
Increase in prepaid expenses and other current assets		(22,250	)		(49,405	)
Decrease in accounts payable		(4,942	)		(15,165	)
(Decrease) increase in accrued expenses		(81,461	)		55,780
Net cash flows (used in) provided by operating activities		(36,402	)		454,300
Cash flows from investing activities:
Purchase of property and equipment		(124,554	)		(81,311	)
Net cash flows used in investing activities		(124,554	)		(81,311	)
Cash flows from financing activities:
Proceeds from exercise of stock options		11,250			--
Payments on line of credit		--			(120,000	)
Payments of long-term debt		(3,974	)		(7,719	)
Payments on capital lease obligations		(19,814	)		(19,382	)
Net cash flows used in financing activities		(12,538	)		(147,101	)
Net (decrease) increase in cash and cash equivalents		(173,494	)		225,888
Cash and cash equivalents at beginning of year		1,493,142			1,267,254
Cash and cash equivalents at end of year	$	1,319,648		$	1,493,142
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	8,298		$	11,538
Income taxes	$	4,150		$	1,600

F-7

~~The~~Westbridge Research ~~accompanying~~Group ~~notes~~and ~~are an integral part of the consolidated financial statements.~~Subsidiary

~~F-8~~Consolidated STATEMENTS OF cash flows

~~WESTBRIDGE~~For ~~RESEARCH~~the ~~GROUP~~Years ~~AND~~Ended ~~SUBSIDIARY~~November 30, 2012 and 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	2012			2011
Cash flows from operating activities:
Net income	$	499,288		$	313,418
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Depreciation and amortization		142,958			142,960
Stock compensation expense		4,133			19,597
Gain on sale of property and equipment		(500	)		–
Increase in bad debt allowance		–			600
Deferred income taxes		116,400			(9,000	)

Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		39,092			(2,689	)
Increase in inventories		(241,085	)		(392,635	)
(Increase) decrease in prepaid inventory		(44,796	)		2,296
Increase in other assets		(45,226	)		(24,546	)
Decrease in accounts payable		(1,285	)		(4,942	)
Decrease in accrued expenses		(84,173	)		(81,461	)

Net cash flows provided by (used in) operating activities		384,806			(36,402	)

Cash flows from investing activities:
Proceeds from sale of property and equipment		500			–
Purchase of property and equipment		(179,394	)		(124,554	)

Net cash flows used in investing activities		(178,894	)		(124,554	)

Cash flows from financing activities:
Proceeds from exercise of stock options		18,750			11,250
Payments of long-term debt		(725	)		(3,974	)
Payments on capital lease obligations		(11,899	)		(19,814	)

Net cash flows provided by (used in) financing activities		6,126			(12,538	)

Net increase (decrease) in cash and cash equivalents		212,038			(173,494	)

Cash and cash equivalents at beginning of year		1,319,648			1,493,142

Cash and cash equivalents at end of year	$	1,531,686		$	1,319,648

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
Interest	$	2,386		$	8,298
Income taxes	$	80,277		$	4,150

~~November~~Supplemental ~~30,~~Disclosure ~~2011~~of Non-Cash Investing and ~~2010~~Financing Activities for 2012:

~~NOTE~~· 1Issuance -of ~~ORGANIZATION~~note ~~AND~~payable ~~SIGNIFICANT~~for ~~ACCOUNTING~~acquisition ~~POLICIES~~of property and equipment during the year for $24,500.

~~Organization~~The ~~and~~accompanying ~~Business~~notes are an integral part of the consolidated financial statements.

Westbridge Research Group and Subsidiary (the “Company”) was incorporated in California on April 12, 1982 for the acquisition, research, development, manufacturing, and marketing of biotechnological products in the agricultural and energy industries.F-8

~~Disclosure~~Westbridge Research ~~Regarding~~Group ~~Segments~~AND SUBSIDIARY

~~The~~NOTES ~~Company~~TO ~~has~~CONSOLIDATED ~~determined~~FINANCIAL ~~that it operates in one segment.~~STATEMENTS

~~Seasonality~~November 30, 2012 and 2011

~~Agricultural~~NOTE ~~product~~1 ~~sales~~- ~~are~~ORGANIZATION ~~typically~~AND ~~seasonal~~SIGNIFICANT ACCOUNTING in nature with heavier sales in the spring months. The Company is seeking to temper the seasonality of its agronomic sales by marketing its products in Latin American countries which typically produces sales in December, January and February of each year.POLICIES

~~Principles~~Organization ofand ~~Consolidation~~Business

~~The~~Westbridge ~~accompanying~~Research ~~financial~~Group ~~statements~~and ~~consolidate~~ Subsidiary (the ~~accounts~~“Company”) ofwas ~~the~~incorporated ~~Company~~in ~~and~~California ~~its~~on ~~wholly-owned~~April ~~subsidiary~~12, ~~Westbridge~~1982 ~~Agricultural~~for ~~Products. All~~the ~~significant~~acquisition, ~~inter-company~~research, ~~transactions~~development, ~~have~~manufacturing, and ~~been~~marketing ~~eliminated~~of biotechnological products in ~~consolidation~~the agricultural and energy industries.

~~Cash~~Disclosure ~~and~~Regarding ~~Cash Equivalents~~Segments

The Company ~~considers~~has ~~all~~determined ~~highly~~that ~~liquid~~it ~~investments~~operates in ~~with~~one ~~a maturity of three months or less when purchased to be cash equivalents~~segment.

The Company maintains its bank accounts with three financial institutions located in California. As of November 30, 2011, the accounts were insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, however, at times these balances may exceed these Federal limits. The Company has not experienced any losses in such accounts and management believes it places its cash on deposit with financial institutions which are financially stable.Seasonality

~~Accounts~~Agricultural ~~Receivable~~product ~~and~~sales ~~Allowances~~are ~~for~~typically seasonal ~~Uncollectible~~in ~~Accounts~~nature with heavier sales in the spring months. The Company is seeking to temper the seasonality of its agronomic sales by marketing its products in Latin American countries which typically produces sales in December, January and February of each year.

~~The~~Principles ~~Company extends unsecured credit to most~~ of its customers. Accounts receivable are stated at the historical carrying amount net of write-offs and allowances for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on historical experience and any specific customer collection issues that the Company has identified. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding balance or when the Company has determined that the balance will not be collected.Consolidation

~~Inventories~~The accompanying financial statements consolidate the accounts of the Company and its wholly-owned subsidiary Westbridge Agricultural Products. All significant inter-company transactions have been eliminated in consolidation.

~~Inventories,~~Cash ~~consisting of material, material overhead, labor,~~ and ~~manufacturing~~Cash overhead, are stated at the lower of cost (first-in, first-out) or market. Any write-down of inventory to market is reflected in cost of goods sold, unless the amount is unusually material, in which case the loss would be identified separately in the statement of operations.Equivalents

~~F-9~~The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

~~WESTBRIDGE~~The ~~RESEARCH~~Company ~~GROUP~~maintains ~~AND~~its ~~SUBSIDIARY~~bank accounts with three financial institutions located in California and one in Nevada. As of November 30, 2012, the cash balances with the banks exceeded the $250,000 FDIC limit, but is covered under the temporary unlimited deposit insurance coverage for non-interest bearing transaction accounts through December 31, 2012. The Company has not experienced any losses in such accounts and management believes it places its cash on deposit with financial institutions which are financially stable.

~~NOTES~~Accounts TOReceivable ~~CONSOLIDATED~~and ~~FINANCIAL~~Allowances ~~STATEMENTS~~for Uncollectible Accounts

~~November~~The ~~30,~~Company ~~2011~~extends unsecured credit to most of its customers. Accounts receivable are stated at the historical carrying amount net of write-offs and ~~2010~~allowances for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on historical experience and any specific customer collection issues that the Company has identified. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding balance or when the Company has determined that the balance will not be collected.

~~NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Inventories

~~Intangible~~Inventories, ~~Assets~~consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market. Any write-down of inventory to market is reflected in cost of goods sold.

The Company does not amortize indefinite lived intangible assets, but tests these assets for impairment annually or whenever indicators of impairments arise. Intangible assets that have finite lives are amortized over their estimated useful lives and tested for impairment as described above for longF-lived assets. The Company’s intangible assets with indefinite lives primarily consist of purchased formulas. Management has determined that the formulas have indefinite useful lives due to the following:9

●Westbridge Research ~~Formulas~~Group ~~and~~AND trade secret applications are generally authorized by the United States Environmental Protection Agency subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment; ● Maintenance expenditures to obtain future cash flows are not significant; ● The Foliar TRIGGRR® and Soil TRIGGRR® formulations are not technologically dependent; and ● The Company intends to use these assets indefinitely.SUBSIDIARY

~~The~~NOTES ~~Company~~TO ~~combines~~CONSOLIDATED ~~all~~FINANCIAL its indefinite lived formulas which mainly consist of Foliar TRIGGRR® and Soil TRIGGRR®, into a single unit of accounting. The analysis encompasses future cash flows from sales of the Foliar TRIGGRR® and Soil TRIGGRR® product line. In conducting the annual impairment test in 2010 and 2011, the Company determined that the estimated fair value of the formulas, calculated using a discounted cash flow analysis, exceeded their carrying amounts.STATEMENTS

~~Property~~November 30, 2012 and ~~Equipment~~2011

~~Property~~NOTE ~~and~~1 ~~equipment are recorded at cost. Depreciation is calculated on a straight~~-~~line~~ ~~basis~~ORGANIZATION ~~over~~AND ~~the~~SIGNIFICANT ACCOUNTING ~~estimated~~POLICIES useful lives of the depreciable assets, or related lease life, if shorter, which range from three to ten years. Machinery and equipment is depreciated over a five to ten year period, depending on the type of equipment. Office furniture and fixtures are depreciated over a five-year period and vehicles are depreciated over a three-year period. Leasehold improvements are amortized over the life of the lease and are included in depreciation expense. Capital leases are amortized using the straight-line method over the estimated useful life or the remaining term of the related lease, whichever is less. Depreciation and amortization totaled $142,960 and $149,487 for the years ended November 30, 2011 and 2010, respectively.(Continued)

~~Impairment~~Intangible ~~of Long-Lived~~ Assets ~~and Intangibles~~

~~Long-lived~~The ~~assets~~Company ~~are~~does ~~reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may~~ not beamortize ~~recoverable.~~indefinite lived ~~Recoverability~~intangible of assets, tobut betests ~~held~~these ~~and~~assets ~~used~~for isimpairment ~~measured~~annually byor awhenever ~~comparison~~indicators of ~~the~~impairments ~~carrying amount of an asset to future net cash flows expected to be generated by the asset~~arise. ~~If such~~ Intangible assets ~~are~~that ~~considered~~have tofinite belives ~~impaired,~~are ~~the~~amortized ~~impairment~~over totheir beestimated ~~recognized~~useful islives ~~measured~~and bytested ~~the~~for ~~amount~~impairment byas ~~which~~described ~~the~~above ~~carrying~~for long-lived ~~amount~~assets. The ofCompany’s ~~the~~intangible assets ~~exceeds~~with ~~the~~indefinite ~~fair~~lives ~~value~~primarily consist of ~~the~~purchased ~~assets~~formulas. Management has ~~Assets~~determined tothat ~~be disposed of are reported at~~ the ~~lower~~formulas ofhave ~~the~~indefinite ~~carrying~~useful ~~amount~~lives ordue ~~fair value less costs~~ to ~~sell.~~the following:

~~F-10~~· Formulas and trade secret applications are generally authorized by the United States Environmental Protection Agency subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

~~WESTBRIDGE~~· ~~RESEARCH~~Maintenance ~~GROUP~~expenditures ~~AND~~to ~~SUBSIDIARY~~obtain future cash flows are not significant;

~~NOTES~~· TOThe ~~CONSOLIDATED~~Foliar ~~FINANCIAL~~TRIGGRR® ~~STATEMENTS~~and Soil TRIGGRR® formulations are not technologically dependent; and

~~November~~· ~~30,~~The ~~2011~~Company ~~and~~intends ~~2010~~ to use these assets indefinitely.

~~NOTE~~The 1Company -combines ~~ORGANIZATION~~all ~~AND~~its ~~SIGNIFICANT~~indefinite lived ~~ACCOUNTING~~formulas ~~POLICIES~~which ~~(Continued)~~mainly consist of Foliar TRIGGRR® and Soil TRIGGRR®, into a single unit of accounting. The analysis encompasses future cash flows from sales of the Foliar TRIGGRR® and Soil TRIGGRR® product line. In conducting the annual impairment test in 2011 and 2012, the Company determined that the estimated fair value of the formulas, calculated using a discounted cash flow analysis, exceeded their carrying amounts.

~~Products~~Property ~~Warranty~~and Equipment

~~The~~Property and ~~Company~~equipment ~~warrants~~are ~~its~~recorded ~~products~~at ~~against~~cost. ~~defects~~Depreciation inis ~~workmanship.~~calculated ~~The~~on ~~warranty~~a ~~accrual~~straight-line atbasis ~~November~~over ~~30,~~the ~~2011~~estimated ~~and~~useful ~~2010~~lives ~~was~~of ~~$20~~the depreciable assets,~~000~~ ~~and~~or ~~$36~~related lease life,~~363,~~ ~~respectively~~if shorter, ~~and~~which isrange ~~included~~from ~~within~~three ~~accrued~~to ~~expenses~~ten years. ~~The~~Machinery ~~accrual~~and equipment is ~~based~~depreciated over a five to ten year period, depending on anthe ~~estimate~~type of ~~the~~equipment. ~~cost~~Office tofurniture beand ~~incurred~~fixtures ~~based~~are ondepreciated over a five-year period and vehicles are depreciated over a three-year period. Leasehold improvements are amortized over the ~~claims~~life ~~received~~of the lease and are ~~historical~~included ~~experience~~in depreciation expense. ~~Returns~~ ~~offset~~Capital ~~against~~leases are amortized using the ~~warranty~~straight-line ~~accrual~~method ~~for~~over ~~fiscal~~the ~~2011~~estimated ~~and~~useful ~~2010~~life or ~~were~~the ~~approximately~~remaining $8term of the related lease,~~863~~ whichever is less. Depreciation and amortization totaled $3142,~~897~~958 and $142,960 for the years ended November 30, 2012 and 2011, respectively.

~~Revenue~~Impairment ~~Recognition~~of Long-Lived Assets and Intangibles

~~Revenues~~Long-lived assets are ~~recorded~~reviewed onfor impairment whenever events or changes in circumstances indicate that the ~~accrual~~carrying ~~basis~~amount of ~~accounting~~an ~~when~~asset ~~title~~may ~~transfers~~not be recoverable. Recoverability of assets to ~~the~~be ~~customer,~~held ~~which~~and used is ~~typically~~measured atby a comparison of the ~~shipping~~carrying ~~point.~~amount ~~The~~of ~~Company~~an ~~records~~asset ~~estimated~~to ~~reductions~~future net cash flows expected to ~~revenue~~be ~~for~~generated ~~return~~by ~~allowances~~the ~~and~~asset. ~~product~~If ~~performance,~~such ~~based~~assets ~~upon~~are aconsidered ~~percentage~~to ofbe ~~sales.~~impaired, ~~The~~the ~~Company~~impairment ~~also~~to ~~allows~~be ~~for~~recognized ~~returns~~is ~~based~~measured ~~upon~~by ~~pre-approval~~the amount orby ~~for~~which ~~damaged~~the ~~goods.~~carrying ~~Such~~amount ~~returns~~of ~~are~~the ~~estimated~~assets ~~based~~exceeds onthe ~~historical~~fair ~~experience~~value ~~and~~of anthe ~~allowance~~assets. isAssets ~~provided~~to atbe disposed of are reported at the ~~time~~lower of ~~sale~~the carrying amount or fair value less costs to sell.

~~Shipping and Handling Costs~~F-10

~~The~~Westbridge Research ~~Company~~Group ~~incurs~~AND expenses for the shipment of goods to customers. These expenses are recognized in the period in which they occur and are classified as gross revenues if billed to the customer and cost of goods sold if incurred by the Company. Such costs amounted to approximately $113,000 and $105,000 for the years ended November 30, 2011 and 2010, respectively.SUBSIDIARY

~~Research~~NOTES ~~and~~TO ~~Development~~CONSOLIDATED FINANCIAL STATEMENTS

~~It is the Company’s policy to expense research and development costs when incurred. During the years ended~~ November 30, ~~2011~~2012 and ~~2010, the Company expensed $305,125 and $281,324, respectively, of research and development costs.~~2011

~~Advertising~~NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~Advertising~~Products expense is comprised of media, agency and promotion costs. Advertising expenses are charged to operations as incurred. Advertising expenses totaled $86,167 and $110,170 during the years ended November 30, 2011 and 2010, respectively.Warranty

~~Sales~~The Company warrants its products against defects in workmanship. The warranty accrual at November 30, 2012 and 2011 was $32,000 and $20,000, respectively, and is included within accrued expenses. The accrual is based on an estimate of the cost to ~~Major~~be ~~Customers~~incurred based on the claims received and historical experience. In addition, upon introduction of a new product, the Company reserves a minimum amount until historical experience can be substantiated. Returns offset against the warranty accrual for fiscal 2012 and 2011 were approximately $9,364 and $8,863, respectively.

ARevenue majority of the Company’s domestic sales are concentrated in Washington, California, Arizona and Texas. The majority of the Company’s foreign sales are concentrated in Peru and South Korea. For the year ended November 30, 2011 four customers represented 77% of accounts receivable. The Company has three large customers whose combined purchases amounted to 33% of the Company’s agricultural product sales in 2011. Sales to these customers amounted to 27% in 2010. For the year ended November 30, 2010 two customers represented 68% of accounts receivable. Total international sales represent 15% of total sales in 2011 and 14% of total sales in 2010. The Company has no assets located in foreign countries.Recognition

FRevenues are recorded on the accrual basis of accounting when title transfers to the customer, which is typically at the shipping point. The Company records estimated reductions to revenue for return allowances and product performance, based upon a percentage of sales. The Company also allows for returns based upon pre-11approval or for damaged goods. Such returns are estimated based on historical experience and an allowance is provided at the time of sale.

~~WESTBRIDGE~~Shipping ~~RESEARCH~~and ~~GROUP~~Handling ~~AND SUBSIDIARY~~Costs

~~NOTES~~The TOCompany ~~CONSOLIDATED~~incurs ~~FINANCIAL~~expenses ~~STATEMENTS~~for the shipment of goods to customers. These expenses are recognized in the period in which they occur and are classified as gross revenues if billed to the customer and cost of goods sold if incurred by the Company. Such costs amounted to approximately $146,000 and $113,000 for the years ended November 30, 2012 and 2011, respectively.

~~November~~Research ~~30, 2011~~ and ~~2010~~Development

~~NOTE~~It is 1the -Company’s ~~ORGANIZATION~~policy ~~AND~~to ~~SIGNIFICANT~~expense ~~ACCOUNTING~~research ~~POLICIES~~and ~~(Continued)~~development costs when incurred. During the years ended November 30, 2012 and 2011, the Company expensed $480,551 and $305,125, respectively, of research and development costs.

~~Earnings Per Share~~Advertising

~~Basic~~Advertising ~~earnings~~expense ~~per common share~~ is ~~based~~comprised ~~upon the weighted average number~~ of ~~common~~media, agency ~~shares~~and ~~outstanding~~promotion ~~during the period~~costs. ~~Diluted~~ ~~earnings~~Advertising ~~per~~expenses ~~common~~are ~~share~~charged isto ~~based~~operations ~~upon~~as ~~the weighted average number of common shares outstanding adjusted for the assumed conversion of dilutive stock options using the treasury stock method~~incurred. ~~The~~ ~~calculation~~Advertising ofexpenses ~~weighted-average~~totaled ~~diluted~~$115,545 ~~shares outstanding excludes all anti-dilutive shares. During 2011~~ and ~~2010~~ $86,167 during the ~~Company~~years ~~excluded~~ended ~~147,500~~November ~~and 192~~30,~~500~~ ~~stock~~2012 ~~options,~~and ~~respectively~~2011, ~~from the calculation of diluted weighted-average shares outstanding as the stock options were considered anti-dilutive~~respectively.

~~The~~Sales ~~following~~to isMajor ~~a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods presented below:~~Customers

	Year Ended November 30,
	2011		2010
Numerator for earnings per common share	$	313,418	$	246,645
Denominator for basic earnings per common share		2,144,688		2,103,438
Effect of dilutive securities		102,354		129,408
Denominator for diluted earnings per common share		2,247,042		2,232,846
Net income per common share:
Basic	$	0.15	$	0.12
Diluted	$	0.14	$	0.11

A majority of the Company’s domestic sales are concentrated in states west of the Mississippi. The majority of the Company’s foreign sales are concentrated in South America and Asia. For the year ended November 30, 2012 three customers represented 78% of accounts receivable. The Company has two large customers whose combined purchases amounted to 25% of the Company’s agricultural product sales in 2012. Sales to these customers amounted to 16% in 2011. For the year ended November 30, 2011 four customers represented 77% of accounts receivable. Total international sales represent 10% of total sales in 2012 and 15% of total sales in 2011. The Company has no assets located in foreign countries.

~~Income Taxes~~F-11

~~The~~Westbridge Research ~~Company~~Group ~~recognizes~~AND deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of the assets and liabilities. Deferred tax balances are adjusted to reflect tax rates, based on current tax laws, which will be in effect in the years in which temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. See Note 8. Unrecognized tax benefits are generated when there are differences between tax positions taken in a tax return and amounts recognized in the consolidated financial statements. Tax benefits are recognized in the consolidated financial statements when it is more likely than not that a tax position will be sustained upon examination. Tax benefits are measured as the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The Company classifies interest and penalties as a component of tax expense.SUBSIDIARY

~~F-12~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~WESTBRIDGE~~November ~~RESEARCH~~30, ~~GROUP~~2012 ~~AND~~and ~~SUBSIDIARY~~2011

~~NOTES~~NOTE TO1 ~~CONSOLIDATED~~- ~~FINANCIAL~~ORGANIZATION ~~STATEMENTS~~AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~November~~Earnings ~~30,~~Per ~~2011 and 2010~~ Share

~~NOTE~~Basic 1earnings per common share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per common share is based upon the weighted average number of common shares outstanding adjusted for the assumed conversion of dilutive stock options using the treasury stock method. The calculation of weighted-average ~~ORGANIZATION~~diluted ~~AND~~shares ~~SIGNIFICANT~~outstanding ~~ACCOUNTING~~excludes ~~POLICIES~~all ~~(Continued)~~anti-dilutive shares. During 2012 and 2011, the Company excluded 140,000 and 147,500 stock options, respectively, from the calculation of diluted weighted-average shares outstanding as the stock options were considered anti-dilutive.

~~Stock~~The ~~Based~~following ~~Compensation~~is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods presented below:

For stock options issued under the Company’s stock-based compensation plans, the fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model, and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period. For restricted stock awards and units issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant and an estimated forfeiture rate when calculating stock-based compensation expense for the period. The Company recognizes the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.

	Year Ended November 30,
	2012		2011

Numerator for earnings per common share	$	499,288	$	313,418

Denominator for basic earnings per common share		2,183,855		2,144,688

Effect of dilutive securities		57,162		102,354

Denominator for diluted earnings per common share		2,241,017		2,247,042

Net income per common share:
Basic	$	0.23	$	0.15

Diluted	$	0.22	$	0.14

~~The~~Income benefits of tax deductions in excess of recognized stock-based compensation are reported as a financing activity rather than an operating activity in the statements of cash flows. This requirement reduces net operating cash flows and increases net financing cash flows in certain periods. Taxes

AsThe ~~there~~Company isfollows noASC ~~public~~740, ~~market~~Income Taxes ~~for~~(“ASC ~~its~~740”), ~~common~~which ~~stock,~~requires ~~the~~recognition ~~Company~~of ~~determined~~deferred ~~the~~tax ~~volatility~~assets ~~for~~and ~~options~~liabilities ~~granted~~for ~~based~~the onexpected anfuture tax ~~analysis~~consequences of ~~reported~~events ~~data~~that ~~for~~have abeen ~~peer~~included ~~group~~in ofthe ~~companies~~financial ~~that~~statements ~~issued~~or ~~options~~tax ~~with substantially similar terms~~returns. ~~The~~Under ~~expected~~this ~~volatility~~method, ofdeferred ~~options~~tax assets ~~granted~~and ~~has~~liabilities ~~been~~are ~~determined~~based ~~using~~on anthe ~~average~~differences ofbetween the ~~historical~~financial ~~volatility~~statement ~~measures~~and tax bases of ~~this~~assets ~~peer~~and ~~group~~liabilities ofusing enacted ~~companies~~tax asrates ~~well~~in aseffect for the ~~historical~~year ~~volatility~~in ofwhich the ~~Company’s~~differences ~~common~~are ~~stock. The~~ expected ~~life~~to ofreverse. ~~options~~Deferred ~~has~~tax ~~been~~assets ~~determined~~are ~~utilizing~~reduced ~~the~~by ~~“simplified”~~a valuation ~~method~~allowance asto ~~prescribed by~~ the ~~SEC’s~~extent ~~Staff~~management ~~Accounting~~concludes ~~Bulletin No. 110,~~it ~~Share-Based Payment. The risk-free interest rate~~ is ~~based~~more onlikely athan ~~treasury~~not ~~instrument~~that ~~whose term is consistent with~~ the ~~expected~~asset ~~life~~will ofnot ~~the~~be ~~stock options~~realized. ~~The~~Deferred tax ~~Company~~assets ~~has~~and ~~not~~liabilities ~~paid~~are ~~and~~measured ~~does~~using ~~not~~enacted ~~anticipate~~tax ~~paying~~rates ~~cash~~expected ~~dividends~~to onapply ~~its~~to ~~common~~taxable ~~stock;~~income ~~therefore,~~in the ~~expected~~years ~~dividend~~in ~~yield~~which isthose temporary ~~assumed~~differences are expected to be ~~zero~~recovered or settled.

~~For~~ASC ~~2011,~~740 addresses the ~~risk-free~~determination ~~interest~~of ~~rate~~whether ~~was~~tax ~~0.96%,~~benefits claimed or expected ~~volatility~~to ~~was~~be ~~56%~~claimed aton ~~the~~a ~~time~~tax ~~all~~return ~~options~~should ~~were~~be ~~granted. For~~recorded ~~2010,~~in the ~~risk-free~~financial statements. ~~interest~~Under ~~rate~~ASC ~~was 1.8%~~740, ~~expected~~the ~~volatility~~Company ~~ranged~~may ~~from~~recognize ~~53% to 55% at~~ the ~~time~~tax ~~all~~benefit ~~options~~from ~~were~~an ~~granted. The~~uncertain ~~dividend~~tax ~~yield~~position ~~was~~only ~~assumed~~if toit beis ~~zero,~~more ~~and~~likely ~~the~~than not ~~expected~~that ~~life of~~ the ~~options~~tax ~~was~~position ~~assumed~~will to be ~~between~~sustained ~~five~~on ~~and~~examination ~~six~~by ~~years~~the tax authorities, based on the ~~average~~technical ~~vesting~~merits ~~period~~ of ~~options~~the ~~granted~~position. The ~~for~~tax ~~both~~benefits ~~2011~~recognized ~~and~~in ~~2010. For~~ the ~~years~~financial ~~ended~~statements ~~November~~from ~~30,~~such ~~2011~~a ~~and~~position ~~2010,~~should be measured based on the ~~Company~~largest ~~expensed~~benefit ~~approximately~~that has ~~$20,000~~a ~~and~~greater ~~$43,000,~~than ~~respectively,~~fifty percent likelihood of ~~stock~~being ~~option~~realized ~~expense~~upon ultimate settlement.

~~Fair Value of Financial Instruments~~F-12

~~Certain~~Westbridge Research ofGroup ~~the~~AND Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of the short-term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for loans with similar terms, the carrying value of the Company’s long-term debt and capital lease obligations approximate their fair values.SUBSIDIARY

~~Use~~NOTES ofTO ~~Estimates~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~November ~~preparation~~30, of2012 ~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates~~ and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.2011

FNOTE 1 -13 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~WESTBRIDGE~~ASC ~~RESEARCH~~740 ~~GROUP~~also ~~AND~~provides ~~SUBSIDIARY~~guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

~~NOTES~~The TOCompany’s ~~CONSOLIDATED~~policy ~~FINANCIAL~~is ~~STATEMENTS~~to record interest and penalties on uncertain tax positions as income tax expense. As of November 30, 2012 and 2011, the Company had no accrued interest or penalties related to uncertain tax positions.

~~November~~The 30Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2008. During the periods open to examination, ~~2011~~the Company has net operating loss and ~~2010~~tax credit carry-forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these net operating losses and tax credit carry-forwards may be utilized in future periods, they remain subject to examination.

~~NOTE~~Stock 1Based ~~- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Compensation

~~Recent~~For ~~Accounting~~stock ~~Standards~~options issued under the Company’s stock-based compensation plans, the fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model, and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period. For restricted stock awards and units issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant and an estimated forfeiture rate when calculating stock-based compensation expense for the period. The Company recognizes the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.

InThe ~~May~~benefits ~~2011,~~of tax ~~the~~deductions ~~FASB~~in ~~issued~~excess ~~Accounting~~of ~~Standards~~recognized ~~Update (“ASU”) 2011~~stock-~~04,~~based ~~Fair~~compensation ~~Value~~are ~~Measurement~~reported ~~(Topic~~as ~~820):~~a ~~“Amendments~~financing toactivity ~~Achieve~~rather ~~Common~~than ~~Fair~~an ~~Value~~operating ~~Measurement~~activity in ~~and Disclosure Requirements to U.S. GAAP and IFRSs” which clarifies some existing concepts and expands~~ the ~~disclosure~~statements ~~for~~of ~~fair~~cash ~~value measurements that are estimated using significant unobservable (Level 3) inputs~~flows. ~~For~~This ~~public~~requirement ~~companies,~~reduces ~~ASU~~net ~~2011-04~~operating iscash ~~effective~~flows ~~for fiscal years,~~ and ~~interim~~increases ~~periods,~~net ~~beginning~~financing ~~after~~cash ~~December~~flows ~~15,~~in ~~2011 and is applied looking backwards~~certain periods. ~~The Company does not expect the adoption of ASU 2011-04 to have a material effect on its financial condition, profitability and cash flows.~~

InThe ~~June~~expected ~~2011,~~volatility of ~~the~~options ~~FASB~~granted ~~issued~~has been determined using an ~~amendment~~average toof the ~~accounting~~historical ~~guidance~~volatility ~~for~~measures ~~presentation~~ of ~~comprehensive~~a ~~income.~~peer ~~Under~~group ~~the~~of ~~amended~~companies ~~guidance~~as anwell as ~~entity may present~~ the ~~total~~historical volatility of ~~comprehensive income,~~ the ~~components~~Company’s ofcommon ~~net~~stock. ~~income~~The ~~and~~expected ~~the~~life ~~components~~ of ~~other~~options ~~comprehensive~~has ~~income~~been ~~either~~determined inutilizing athe “simplified” ~~single~~method ~~continuous~~as ~~statement~~prescribed ofby ~~comprehensive~~the ~~income~~SEC’s orStaff inAccounting ~~two~~Bulletin No. 110, ~~separate~~Share-Based ~~but consecutive statements~~Payment. In The ~~either~~risk-free ~~case~~interest anrate ~~entity~~ is ~~required~~based toon ~~present~~a ~~each~~treasury ~~component~~instrument ofwhose ~~net~~term ~~income~~is ~~along~~consistent with ~~total~~the ~~net~~expected ~~income,~~life ~~each component~~ of ~~other~~the ~~comprehensive~~stock ~~income~~options. The ~~along~~Company ~~with~~has anot ~~total~~paid ~~for~~and ~~other~~does ~~comprehensive~~not ~~income,~~anticipate ~~and~~paying acash ~~total~~dividends ~~amount~~on ~~for~~its ~~comprehensive~~common ~~income.~~stock; ~~For public companies~~therefore, the ~~amendment~~expected isdividend ~~effective for fiscal years, and interim periods, beginning after December 15, 2011, and~~ yield is ~~applied~~assumed ~~looking~~to ~~backwards~~be zero.

~~There~~The ~~are~~Company nodid ~~other~~not ~~recently~~issue ~~issued~~any ~~accounting~~options ~~standards~~during 2012. ~~with~~For ~~pending~~2011, ~~adoptions~~the ~~that~~risk-free interest rate was 0.96% and the ~~Company’s~~expected ~~management~~volatility ~~currently~~was ~~anticipates~~56% ~~will~~at ~~have~~the ~~any~~time ~~material~~all ~~impact~~options ~~upon~~were ~~its~~granted. The ~~financial~~dividend ~~statements~~yield was assumed to be zero, and the expected life of the options was assumed to be between five and six years based on the average vesting period of options granted for 2011. For the years ended November 30, 2012 and 2011, the Company expensed approximately $4,000 and $20,000, respectively, of stock option expense.

~~Reclassifications~~F-13

~~Certain~~Westbridge Research ~~financial~~Group ~~statement~~AND ~~amounts related to the prior year presentation have been reclassified in order to conform to the current year presentation.~~SUBSIDIARY

~~NOTE~~NOTES 2TO -CONSOLIDATED ~~INVENTORIES~~FINANCIAL STATEMENTS

~~Inventories~~November ~~consist~~30, of2012 ~~the~~and ~~following at November 30:~~2011

	2011		2010
Raw materials	$	548,882	$	285,696
Finished goods		421,203		291,754
Total inventories	$	970,085	$	577,450

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~There~~Fair ~~are~~Value ~~a limited number~~ of ~~suppliers~~Financial ~~for certain raw materials used by the Company in its products.~~Instruments

FCertain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of the short-14term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for loans with similar terms, the carrying value of the Company’s long-term debt and capital lease obligations approximate their fair values.

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Estimates

~~November~~The ~~30,~~preparation ~~2011~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~2010~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~NOTE~~Recent 3Accounting ~~– MEXICO PROPERTY~~Standards

AtThere ~~November~~are 30, 1989, the Company had an account receivable totaling $451,270 due from a foreign distributor. The account was collateralized by a perfected security interest in unimproved real property in Baja California, Mexico. The Company was unsuccessful in its efforts to collect the amounts due on this account and, accordingly, during fiscal 1993, retained Mexican legal counsel to initiate foreclosure proceedings on the property. On February 8, 2007, the real property was to be sold through a public auction. As there were no ~~bids~~other ~~placed,~~recently ~~the~~issued ~~Company~~accounting standards ~~obtained~~with ~~the~~pending ~~right~~adoptions tothat ~~take title to~~ the ~~land. The~~ Company’s ismanagement ~~subject~~currently toanticipates ~~certain~~will ~~ownership~~have ~~restrictions~~any ~~based~~material onimpact ~~Mexican~~upon ~~law~~its financial ~~and therefore formed a Mexican legal entity in order to take title to the property~~statements.

On August 15, 2008, the Company entered into an agreement to sell its rights to the property for a purchase price of $1,250,000 with a $300,000 deposit, and the balance of payment expected on December 15, 2008. There have been amendments to the agreement as the buyers needed additional time to complete the purchase.Reclassifications

InCertain ~~response~~financial tostatement ~~concerns~~amounts ~~raised by the buyers that there was a potential for claims~~ related to ~~be brought against~~ the ~~Company~~prior ~~and~~year ~~the~~presentation ~~property~~have inbeen ~~Mexican~~reclassified ~~courts,~~ in ~~January~~order ~~2010 the Company and buyers entered into a new agreement whereby the Company transferred~~ to ~~buyers~~conform ~~the right~~ to the ~~property~~current inyear ~~exchange for a promissory note in the amount of $550,000, which was the amount still owing under the August 15, 2008 agreement~~presentation. This new agreement allows for the foreclosure of the property if the note is not paid in accordance with the scheduled payment terms. Because buyers continued to be late in making payments, in November 2010, the parties agreed to a new payment schedule. The buyers are continuing to make payments under this new agreement, although payments are usually delayed. There are penalties associated with late payments.

AsNOTE of2 ~~November~~- 30, 2011, the Company has received payments from the buyer totaling $1,085,338 and was awaiting the receipt of $14,662 due in connection with the payment of $100,000 due August 31, 2011. The buyer paid the $14,662, plus interest of $4,000 in February 2012, which constituted payment in full for the August 31, 2011 installment. In July 2011, the Company agreed with the buyers to extend the time to complete the final purchase to February 29, 2012. The final payment is for $150,000. Buyers have recently requested that the final payment be delayed further in exchange for favorable terms for the extended financing. The Company agreed to delayed payment terms. The last payment is due June 30, 2012. The Company received a $20,000 payment on March 1, 2012 to be applied to the outstanding balance.INVENTORIES

~~The~~Inventories ~~Company~~consist ~~has applied the payments, first against its long-term receivable and the remainder is being recognized as other income. As part~~ of the ~~arrangement~~following ~~with its Mexican legal counsel and American broker, the Company is obligated to pay them a portion of any collection received on its long term receivable. As of~~ at November 30~~, 2011, the Company has paid $323,109 and accrued $3,334 under the arrangements from the payments collected.~~:

NOTE 4 - LINE OF CREDIT

	2012		2011

Raw materials	$	559,421	$	548,882
Finished goods		651,749		421,203

Total inventories	$	1,211,170	$	970,085

AsThere ofare ~~November 30, 2011 and 2010, the Company has~~ a ~~$500,000~~limited ~~line~~number of ~~credit~~suppliers for ~~with~~certain araw ~~bank,~~materials ~~secured~~used by ~~all of~~ the Company’s ~~assets. As~~in ofits ~~November 30, 2011 and 2010, there were no outstanding borrowings against the line~~products. Borrowings under the line of credit bear interest at the bank’s prime rate plus 1.0% (with an interest rate floor of 5.0%), and 1.0% (with an interest rate floor of 6.0%), as of November 30, 2011 and 2010, respectively. Interest is payable monthly. The line of credit expires August 5, 2012.

F-1514

~~WESTBRIDGE~~Westbridge Research ~~RESEARCH~~Group ~~GROUP~~ AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, ~~2011~~2012 and ~~2010~~ 2011

NOTE 53 - ~~ACCRUED~~MEXICO ~~EXPENSES~~PROPERTY

~~Accrued~~At ~~expenses~~November ~~consist~~30, of1989, the ~~following~~Company athad ~~November~~an account ~~30:~~receivable totaling $451,270 due from a foreign distributor. The account was collateralized by a perfected security interest in unimproved real property in Baja California, Mexico. The Company was unsuccessful in its efforts to collect the amounts due on this account and, accordingly, during fiscal 1993, retained Mexican legal counsel to initiate foreclosure proceedings on the property. On February 8, 2007, the real property was to be sold through a public auction. As there were no bids placed, the Company obtained the right to take title to the land. The Company was subject to certain ownership restrictions based on Mexican law and therefore formed a Mexican legal entity in order to take title to the property.

	2011		2010
Accrued payroll	$	37,500	$	71,000
Accrued vacation		94,326		74,475
Deferred rent		88,330		78,202
State income tax		20,900		20,200
Warranty		20,000		36,363
Sales commissions		111,972		183,615
Other		47,947		38,581
Total accrued expenses	$	420,975	$	502,436

On August 15, 2008, the Company entered into an agreement to sell its rights to the property for a purchase price of $1,250,000 with a $300,000 deposit, and the balance of payment in installments.

~~NOTE~~As 6of -November ~~STOCK~~30, ~~OPTIONS~~2012, the Company has received payment in full from the buyer totaling $1,250,000 plus interest totaling $14,000. The Company has released all rights and claims to the property to the buyer. As part of the arrangement with its Mexican legal counsel and American broker, the Company was obligated to pay them a portion of any collections received on its long term receivable. As of November 30, 2012, the Company has paid $384,508 and has paid in full its obligation under the arrangements from the payments collected. For the years ended November 30, 2012 and 2011, the Company recognized gains from the transaction of $120,597 and $193,521, respectively, which are included in other income on the accompanying consolidated statements of operations.

~~During~~NOTE ~~fiscal~~4 2001, the Company established an employee stock option plan (“the 2001 Plan”) under which options to purchase an aggregate of 400,000 shares of the Company’s common stock may be granted to directors, officers, employees and certain persons rendering service to the Company as either incentive options or non-~~qualified~~ ~~options. Under~~LINE ~~the~~OF 2001 Plan, incentive stock options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value at the date of grant and non-qualified options may be granted at an exercise price greater than or equal to 85% of the market value at the date of the grant. Options vest over varying terms designated by the 2001 Plan’s administration committee and expire at the earlier of ten years from the date of grant or 90 days after termination of employment. There are 344,500 options granted under the 2001 plan of which 334,500 are fully vested as of November 30, 2011.CREDIT

~~During~~As ~~fiscal~~of ~~2010~~November 30, ~~the~~2012 ~~Company~~and ~~granted~~2011, ~~stock~~the ~~options~~Company has toa ~~acquire 30~~$500,000 ~~shares~~line ~~under~~of ~~the~~credit ~~2001~~with ~~Plan~~a atbank, ~~$0.81~~secured ~~per~~by ~~share~~all toof the Company’s ~~President~~assets. As of November 30, 2012 and 2011, ~~Vice-President. The~~there ~~options~~were ~~vest~~no ~~over~~outstanding ~~three~~borrowings ~~years~~against ~~and~~the aline. ~~total~~Borrowings under the line of ~~20,000~~credit ~~options~~bear ~~have~~interest ~~vested~~at the bank’s prime rate plus 1.0% (with an interest rate floor of 5.0%) as of November 30, 2012 and 2011, respectively. Interest is payable monthly. The ~~remaining~~line ~~10,000~~of ~~options~~credit ~~vest~~expires inAugust ~~March~~5, ~~2012~~2013.

~~During~~NOTE ~~fiscal~~5 ~~2010, the Company granted non~~-~~qualified~~ ~~stock~~ACCRUED options under the 2001 Plan to acquire 15,000 shares to each of its two members of the Board of Directors at $0.81 per share with quarterly vesting, expiring in March 2020. All of these options have vested and remain outstanding and exercisable at November 30, 2011.EXPENSES

~~The~~Accrued ~~2001~~expenses ~~Plan~~consist ~~has~~of ~~expired and no further stock options are being granted under~~ the ~~2001~~following at ~~Plan.~~November 30:

F-16

	2012		2011
Accrued payroll	$	–	$	37,500
Accrued vacation		88,196		94,326
Deferred rent		92,938		88,330
Income taxes		3,488		20,900
Warranty		32,000		20,000
Sales commissions		48,721		111,972
Other		71,459		47,947

Total accrued expenses	$	336,802	$	420,975

~~WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY~~F-15

~~NOTES~~Westbridge Research TOGroup ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~SUBSIDIARY

~~November~~NOTES ~~30,~~TO ~~2011~~CONSOLIDATED ~~and~~FINANCIAL ~~2010~~ STATEMENTS

~~NOTE~~November 630, -2012 ~~STOCK~~and ~~OPTIONS (Continued)~~2011

ANOTE ~~summary~~6 of- ~~the~~STOCK ~~stock~~OPTIONS ~~option activity under the 2001 Plan is as follows:~~

	Stock Options			Exercise Price Per Share		Weighted Average Price Per Share
Outstanding at November 30, 2009		344,500		$	0.25 – 1.53	$	0.81
Granted		45,000			0.81		0.81
Expired or canceled		-			-		-
Outstanding at November 30, 2010		389,500			0.25 – 1.53		0.81
Exercised		(45,000	)		0.25		0.25
Granted		-			-		-
Expired or canceled		-			-		-
Outstanding at November 30, 2011		344,500		$	0.25 – 1.53	$	0.89
Weighted average remaining contractual life	5 years
Exercisable stock options at November 30, 2011		334,500		$	0.25 – 1.53	$	0.86
Weighted average remaining contractual life	5 years

During fiscal 2001, the Company established an employee stock option plan (“the 2001 Plan”) under which options to purchase an aggregate of 400,000 shares of the Company’s common stock may be granted to directors, officers, employees and certain persons rendering service to the Company as either incentive options or non-qualified options. Under the 2001 Plan, incentive stock options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value at the date of grant and non-qualified options may be granted at an exercise price greater than or equal to 85% of the market value at the date of the grant. Options vest over varying terms designated by the 2001 Plan’s administration committee and expire at the earlier of ten years from the date of grant or 90 days after termination of employment. There are 262,000 options granted under the 2001 Plan of which 262,000 are fully vested as of November 30, 2012.

The ~~weighted~~2001 ~~average~~Plan ~~fair~~has ~~value~~expired ~~of options granted during 2010 was $0.81. The weighted average fair value of options vested during 2011~~ and ~~2010~~no ~~was~~further stock ~~$1.20 and $1.26, respectively. The weighted average fair value of unvested~~ options atare ~~November~~being ~~30,~~granted ~~2011~~under ~~and~~the ~~2010~~2001 ~~was $0~~Plan.~~81 and $1.08, respectively. The aggregate intrinsic value of options outstanding at November 30, 2011 was approximately $88,000.~~

AsA summary of ~~November~~the ~~30, 2011, total unrecognized~~ stock~~-based~~ ~~compensation~~option ~~costs~~activity under ~~related to non-vested stock options was $4,133, and~~ the ~~weighted-average~~2001 ~~period~~Plan ~~over which it~~ is ~~expected~~as ~~to be recognized is 0.26 years.~~follows:

During the year ended November 30, 2011, 2 employees exercised the right to purchase a total of 45,000 shares of common stock at $0.25 per share for a total of $11,250. The aggregate intrinsic value of the options exercised was approximately $27,000.

Weighted

Exercise

Average

Stock

Price Per

Options

Outstanding at November 30, 2010

389,500

0.25 – 1.53

0.81

Exercised

(45,000

)

0.25

Granted

–

Expired or canceled

–

Outstanding at November 30, 2011

344,500

0.25 – 1.53

0.89

Exercised

(75,000

)

0.25

Granted

–

Expired or canceled

(7,500

)

–

Outstanding and exercisable at November 30, 2012

262,000

0.25 – 1.53

1.05

Weighted average remaining contractual life

5.1 years

~~F-17~~The weighted average fair value of options vested during 2012 and 2011 was $0.81 and $1.20, respectively. The weighted average fair value of unvested options at November 30, 2012 and 2011 was $0 and $0.81, respectively. The aggregate intrinsic value of options outstanding at November 30, 2012 was approximately $53,461.

~~WESTBRIDGE~~As ~~RESEARCH~~of ~~GROUP~~November ~~AND~~30, ~~SUBSIDIARY~~2012, unrecognized stock-based compensation costs related to non-vested stock options was $0.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-16

~~November~~Westbridge Research ~~30,~~Group ~~2011~~AND ~~and 2010~~ SUBSIDIARY

~~NOTE~~NOTES 6TO -CONSOLIDATED ~~STOCK~~FINANCIAL ~~OPTIONS (Continued)~~STATEMENTS

InNovember ~~fiscal 2011~~30, ~~the~~2012 ~~Company adopted the 2011 Stock Option~~ and ~~Stock Compensation Plan (“~~2011 Plan”). The Plan allows for the grant of options and other awards representing up to 92,688 shares of the Company’s common stock. Such options and awards may be granted to directors, officers, employees and others who render services to the Company. The options may be granted as either incentive stock options or non-qualified stock options. Under the 2011 Plan, incentive stock options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value at the date of grant and non-qualified options may be granted at an exercise price greater than or equal to 85% of the market value at the date of the grant. The other awards that may be granted under the Plan include stock units and stock appreciation rights.

~~During~~NOTE ~~fiscal~~6 ~~2011, the Company granted non~~-~~qualified~~ ~~stock~~STOCK ~~options~~OPTIONS to acquire 7,500 shares to each of its two members of the Board of Directors at $0.85 per share. All 15,000 of these options vested immediately upon grant and expire in November 2021. All of these options remain outstanding and exercisable at November 30, 2011.(Continued)

ADuring ~~summary~~the ofyear ended November 30, 2012, 1 employee exercised the right to purchase a total of 75,000 shares of common stock ~~option~~at ~~activity~~$0.25 ~~under~~per share for a total of $18,750. The aggregate intrinsic value of the ~~2011~~options ~~Plan~~exercised iswas asapproximately ~~follows:~~$51,000.

	Stock Options		Exercise Price Per Share		Weighted Average Price Per Share
Outstanding at November 30, 2010		-		-		-
Granted		15,000	$	0.85	$	0.85
Expired or canceled		-		-		-
Outstanding at November 30, 2011		15,000	$	0.85	$	0.85
Weighted average remaining contractual life	10 years
Exercisable stock options at November 30, 2011		15,000	$	0.85	$	0.85
Weighted average remaining contractual life	10 years

In fiscal 2011, the Company adopted the 2011 Stock Option and Stock Compensation Plan (“2011 Plan”). The 2011 Plan allows for the grant of options and other awards representing up to 92,688 shares of the Company’s common stock. Such options and awards may be granted to directors, officers, employees and others who render services to the Company. The options may be granted as either incentive stock options or non-qualified stock options. Under the 2011 Plan, incentive stock options may be granted at an exercise price greater than or equal to the market value at the date of the grant, for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value at the date of grant and non-qualified options may be granted at an exercise price greater than or equal to 85% of the market value at the date of the grant. The other awards that may be granted under the 2011 Plan include stock units and stock appreciation rights.

~~The~~During ~~weighted~~fiscal ~~average~~2011, ~~fair~~the ~~value~~Company ofgranted non-qualified stock options ~~granted~~to ~~during~~acquire ~~2011~~7,500 ~~was~~shares ~~$0.85.~~to ~~The~~each ~~weighted~~of ~~average~~its ~~fair~~two ~~value~~members of ~~options~~the ~~vested~~Board ~~during~~of ~~2011~~Directors ~~was~~at $0.85. ~~The~~per ~~weighted~~share. ~~average~~All 15,000 ~~fair value~~ of ~~unvested~~these options atvested ~~November~~immediately ~~30,~~upon ~~2011~~grant ~~was~~and ~~$0.~~expire ~~The~~in ~~aggregate~~November ~~intrinsic~~2021. ~~value~~All of these options remain outstanding and exercisable at November 30, ~~2011 was $0~~2012.

AsA summary of ~~November~~the ~~30, 2011, total unrecognized~~ stock~~-based~~ ~~compensation~~option ~~costs~~activity under ~~related~~the to2011 ~~non-vested~~Plan ~~stock~~is ~~options~~as ~~was $0.~~follows:

At November 30, 2011, the 2011 Plan has a total of 77,688 shares that remain reserved and available for future stock option grants or other award grants.

Weighted

Exercise

Average

Stock

Price Per

Options

Outstanding at November 30, 2010

–

Granted

15,000

0.85

Expired or canceled

–

Outstanding at November 30, 2011

15,000

0.85

Granted

–

Expired or canceled

–

Outstanding and exercisable at November 30, 2012

15,000

0.85

Weighted average remaining contractual life

9.0 years

~~F-18~~The weighted average fair value of options vested during 2011 was $0.85. The weighted average fair value of unvested options at November 30, 2012 was $0. The aggregate intrinsic value of options outstanding at November 30, 2012 was $0.

~~WESTBRIDGE~~As ~~RESEARCH~~of ~~GROUP~~November ~~AND~~30, ~~SUBSIDIARY~~2012, total unrecognized stock-based compensation costs related to non-vested stock options was $0.

~~NOTES~~At TONovember ~~CONSOLIDATED~~30, ~~FINANCIAL~~2012, ~~STATEMENTS~~the 2011 Plan has a total of 77,688 shares that remain reserved and available for future stock option grants or other award grants.

~~November 30, 2011 and 2010~~ F-17

~~NOTE~~Westbridge Research 7Group ~~- COMMITMENTS~~ AND ~~CONTINGENCIES~~SUBSIDIARY

~~The~~NOTES ~~Company~~TO ~~entered~~CONSOLIDATED ~~into~~FINANCIAL a lease of a freestanding industrial building with 19,504 square feet of office, storage and production space on December 5, 2006. The lease originally had an expiration date of January 31, 2015 and monthly base rent was $13,653 with annual increases. In August, 2010, the Company negotiated to extend the term for an additional four years to January 31, 2019 with the option of an additional three year extension through January 31, 2021, and in exchange received a $1,000 per month rent decrease beginning September 1, 2010 through the end of the initial lease term, January 31, 2015. The rent will be set at fair market value effective February 1, 2015 for the remaining term of the lease. The rent under the lease for the initial year is approximately $13,650 per month, with three percent increases each year. The Company must also pay certain other customary expenses under the lease. Rent is expensed on a straight-line basis over the term of the lease.STATEMENTS

~~The~~November ~~Company entered into a lease of a freestanding industrial building with 11~~30,~~300~~ square feet of primarily storage space on April 8, 2011. The lease commenced on May 1, 2011, with early occupancy on April 8, 2011. The lease has a term of four years with an option to extend the term for an additional forty-five months at the fair market rate at the time of extension. The rent under the new lease is $2,750 per month through December 31, 2011, $6,215 per month for the period January 1, 2012 ~~through December 31, 2012,~~ and ~~$6,441 per month for the period January 1, 2013 through April 30, 2015.~~2011

InNOTE ~~addition,~~7 ~~the~~- ~~Company~~COMMITMENTS ~~also~~AND leased certain of its property and equipment through capital leases, which have either expired or expire through 2012. Capitalized leases included in property and equipment amounted to approximately $139,000, before accumulated depreciation of $116,000, and $139,000, before accumulated depreciation of $101,000, as of November 30, 2011 and 2010, respectively. Minimum future obligations under the operating and capital leases as of November 30, 2011 are as follows:CONTINGENCIES

Year ending November 30,	Operating Leases		Capital Leases
2012	$	248,582	$	12,521
2013		260,217		--
2014		266,298		--
2015		226,563		--
2016		200,220
Thereafter		436,847		--
Total minimum lease payments	$	1,638,727		12,521
Less: interest				(622	)
Principal portion				11,899
Less: current portion				(11,899	)
Long-term portion			$	0

The Company entered into a lease of a freestanding industrial building with 19,504 square feet of office, storage and production space on December 5, 2006. The lease originally had an expiration date of January 31, 2015 and monthly base rent was $13,653 with annual increases. In August, 2010, the Company negotiated to extend the term for an additional four years to January 31, 2019 with the option of an additional three year extension through January 31, 2021, and in exchange received a $1,000 per month rent decrease beginning September 1, 2010 through the end of the initial lease term, January 31, 2015. The rent will be set at fair market value effective February 1, 2015 for the remaining term of the lease. The rent under the lease for the initial year is approximately $13,650 per month, with three percent increases each year. The Company must also pay certain other customary expenses under the lease. Rent is expensed on a straight-line basis over the term of the lease.

~~Rent~~The ~~expense~~Company ~~was~~entered into a lease of a freestanding industrial building with 11,300 square feet of primarily storage space on April 8, 2011. The lease commenced on May 1, 2011, with early occupancy on April 8, 2011. The lease has a term of four years with an option to extend the term for an additional forty-five months at the fair market rate at the time of extension. The rent under the new lease is $~~209~~2,~~326~~750 ~~and~~per month through December 31, 2011, $~~198~~6,~~294~~215 per month for the ~~years~~period ~~ended~~January ~~November~~1, 302012 through December 31, ~~2011~~2012, and ~~2010~~$6,441 per ~~respectively~~month for the period January 1, 2013 through April 30, 2015.

~~F-19~~In addition, the Company also leased certain of its property and equipment through capital leases, which have expired in 2012. Capitalized leases included in property and equipment amounted to approximately $139,000, before accumulated depreciation of $116,000 as of November 30, 2011. Minimum future obligations under the operating leases as of November 30, 2012 are as follows:

WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY

Year ending	Operating
November 30,	Leases

2013	$	260,217
2014		266,298
2015		226,563
2016		200,220
2017		206,350
Thereafter		230,497

Total minimum lease payments	$	1,390,145

~~NOTES~~Rent TOexpense ~~CONSOLIDATED~~was ~~FINANCIAL~~$256,656 ~~STATEMENTS~~and $209,326 for the years ended November 30, 2012 and 2011, respectively.

~~November 30, 2011 and 2010~~ F-18

~~NOTE~~Westbridge Research 8Group -AND ~~INCOME TAXES~~SUBSIDIARY

~~The~~NOTES ~~(benefit)~~TO ~~provision~~CONSOLIDATED ~~for~~FINANCIAL ~~income taxes consisted of the following as of November 30:~~STATEMENTS

	2011			2010
Current provision:
Federal	$	--		$	--
State		4,460			21,800
		4,460			21,800
Deferred (benefit) expense:
Federal		(9,000	)		(37,000	)
State		--			--
		(9,000	)		(37,000	)
Total income tax (benefit) provision	$	(4,540	)	$	(15,200	)

November 30, 2012 and 2011

~~Deferred~~NOTE ~~income~~8 ~~taxes~~- ~~reflect~~INCOME the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The tax effect of temporary differences consisted of the following as of November 30:TAXES

	2011			2010
Deferred tax assets
Net operating loss carryforwards	$	218,700		$	335,600
Other		102,500			128,400
Gross deferred tax assets		321,200			464,000
Less valuation allowance		(170,200	)		(322,000	)
Net deferred tax assets	$	151,000		$	142,000

The provision (benefit) for income taxes consisted of the following as of November 30:

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. The valuation allowance decreased by $151,800 from 2010 and decreased by $77,900 from 2009.

	2012		2011
Current provision:
Federal	$	10,000	$	–
State		52,625		4,460
		62,625		4,460

Deferred expense (benefit):
Federal		116,400		(9,000	)
State		–		–
		116,400		(9,000	)

Total income tax provision (benefit)	$	179,025	$	(4,540	)

AtDeferred ~~November~~income ~~30,~~taxes ~~2011,~~reflect the ~~Company has a federal income~~ net tax ~~net~~effects ~~operating loss carryforward~~ of ~~approximately~~the ~~$625,000~~temporary ~~and~~differences ~~federal~~between ~~research~~the ~~and~~carrying ~~experimentation~~amounts ~~credit carryforwards~~ of ~~approximately~~assets ~~$70,000. The federal net operating loss carry forwards began expiring in 2010~~ and ~~continues~~liabilities tofor ~~expire~~financial ~~through~~reporting ~~the year 2023~~ and ~~federal research and experimentation credit carryforwards begin to expire in 2022. During~~ the amounts ~~years~~used ~~ended~~for ~~November 30, 2011 and 2010, federal taxable~~ income ~~was~~tax ~~reduced~~purposes. byThe ~~the~~tax ~~utilization~~effect of ~~approximately~~temporary ~~$304,000~~differences ~~and~~consisted ~~$236,000,~~of ~~respectively,~~the infollowing ~~net~~as ~~operating~~of ~~loss~~November ~~carryforwards.~~30:

Use of the Company's net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three year period.

	2012		2011
Deferred tax assets:
Net operating loss carryforwards	$	–	$	218,700
Other		172,000		102,500
Gross deferred tax assets		172,000		321,200
Less valuation allowance		–		(170,200	)

Net deferred tax assets		172,000		151,000

Deferred tax liabilities:
Depreciation		127,900		–
Other		9,500		–

Net deferred tax liabilities		137,400		–

Net deferred taxes	$	34,600	$	151,000

~~F-20~~Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At November 30, 2012, the Company has not recorded a valuation allowance as the Company has utilized all of its available net operating loss carrforwards in fiscal 2012. The valuation allowance decreased by $170,200 from 2011 and decreased by $322,000 from 2010.

~~WESTBRIDGE~~At ~~RESEARCH~~November ~~GROUP~~30, ~~AND~~2012, ~~SUBSIDIARY~~the Company has federal research and experimentation credit carryforwards of approximately $18,000. The federal research and experimentation credit carryforwards begin to expire in 2022. During the years ended November 30, 2012 and 2011, federal taxable income was reduced by the utilization of approximately $388,000 and $304,000, respectively, in net operating loss carryforwards.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-19

~~November~~Westbridge Research ~~30,~~Group ~~2011~~AND ~~and 2010~~ SUBSIDIARY

~~NOTE~~NOTES 8TO -CONSOLIDATED ~~INCOME~~FINANCIAL ~~TAXES (Continued)~~STATEMENTS

ANovember ~~reconciliation~~30, of2012 ~~the~~and ~~effective tax with the federal statutory rate is as follows as of November 30:~~2011

	2011			2010
Expected income tax expense (benefit) at 35% statutory rate	$	108,100		$	81,000
Change in valuation allowance		(151,800	)		(77,900	)
Nondeductible expenses		10,000			16,500
State income taxes		15,700			11,100
Other		13,460			(45,900	)
Tax (benefit) expense	$	(4,540	)	$	(15,200	)

NOTE 8 - INCOME TAXES (Continued)

~~F-21~~A reconciliation of the effective tax with the federal statutory rate is as follows as of November 30:

	2012			2011

Expected income tax expense at 35% statutory rate	$	237,400		$	108,100
Change in valuation allowance		(170,200	)		(151,800	)
Nondeductible expenses		7,300			10,000
State income taxes		36,100			15,700
Expiration of net operating loss		101,400			–
Benefit of lower tax brackets		(8,500	)		–
R&D credits		(18,000	)		–
Other		(6,475	)		13,460

Total tax provision (benefit)	$	179,025		$	(4,540	)

F-20

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