SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

(Amendment No. 1)

WILSHIRE ENTERPRISES, INC.

(Name of the Issuer)

Wilshire Enterprises, Inc.

Sherry Wilzig Izak

(Name(s) of Person(s) Filing Statement)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

971889100

(CUSIP Number of Class of Securities)

Sherry Wilzig Izak

Chairman of the Board and Chief Executive Officer

Wilshire Enterprises, Inc.

100 Eagle Rock Avenue

East Hanover, New Jersey 07936

(201) 420-2796

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications on Behalf of Person(s) Filing Statement)

Copy to:

Dennis J. Block, Esq.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

(212) 504–6000

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.

d.   o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  o

RULE 13e–3 TRANSACTION STATEMENT

INTRODUCTION

This Amendment No. 1 amends and supplements the Rule 13e−3 Transaction Statement on Schedule 13E−3 (as amended, this “Schedule 13E−3”) intially filed by Wilshire Enterprises, Inc., a Delaware corporation (the “Company”), and Sherry Wilzig Izak, the Company’s Chairman of the Board and Chief Executive Officer, on December 10, 2010, in connection with a proposed transaction to deregister the Company’s shares of common stock, $1.00 par value per share (the “Common Stock”), under the federal securities laws. At an annual meeting of stockholders, the Company’s stockholders of record will vote on approval of amendments to the Company’s Certificate of Incorporation to effect a 1-for-500 reverse stock split immediately followed by a 500-for-1 forward stock split of the Common Stock.

This Schedule 13E−3 is being filed with the Securities and Exchange Commission (the “SEC”) concurrently with the filing of the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference and the responses to each item of this Schedule 13E−3 are qualified in their entirety by reference to the information contained in the Proxy Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement.

Item 1.Summary Term Sheet

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2.Subject Company Information

(a)   Name and Address.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Name and Address” is incorporated herein by reference.

(b)   Securities.  The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION – Outstanding Voting Securities and Voting Rights” is incorporated herein by reference.

(c)   Trading Market and Price.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock; Dividends” is incorporated herein by reference.

(d)   Dividends.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock; Dividends” is incorporated herein by reference.

(e)   Prior Public Offerings.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Prior Public Offerings” is incorporated herein by reference.

(f)   Prior Stock Purchases.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.

Item 3.Identity and Background of Filing Person

(a)   Name and Address.  The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS,” “EXECUTIVE OFFICERS OF THE COMPANY,” and “INFORMATION ABOUT THE COMPANY – Name and Address,” and “— Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.

(b)   Business and Background of Entities.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.

(c)   Business and Background of Natural Persons.  The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS,” “EXECUTIVE OFFICERS OF THE COMPANY” and “INFORMATION ABOUT THE COMPANY – Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.

Item 4.Terms of the Transaction

(a)   Material Terms.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET” and “SPECIAL FACTORS” is incorporated herein by reference.

(c) Different Terms.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction;” and SPECIAL FACTORS — Fairness of the Transaction,” “— Effects of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction” is incorporated herein by reference.

(d) Appraisal Rights.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — No Appraisal or Dissenters’ Rights;” and “SPECIAL FACTORS — No Appraisal or Dissenters’ Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Transaction” is incorporated herein by reference.

(f) Eligibility for Listing or Trading.  Not applicable.

Item 5.Past Contracts, Transactions, Negotiations and Agreements

(a)   Transactions.  The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS — Certain Relationships and Related Transactions” is incorporated herein by reference.

(b)   Significant Corporate Events.  Not applicable.

(c)   Negotiations or Contacts.  Not applicable.

(e)   Agreements Involving the Subject Company’s Securities.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons” is incorporated herein by reference.

Item 6.Purposes of the Transaction and Plans or Proposals

(a)   Use of Securities Acquired.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effective Date” is incorporated herein by reference.

(b)   Plans.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction”, “— Purposes of and Reasons for the Transaction,” “— Effects of the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” and “— Conduct of Our Business After the Transaction” is incorporated herein by reference.

Item 7.Purposes, Alternatives, Reasons and Effects

(a)   Purposes.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction” and “— Background of the Transaction” is incorporated herein by reference.

(b)   Alternatives.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Transaction,” and “— Alternatives Considered” is incorporated herein by reference.

(c)   Reasons.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” and “— Alternatives Considered” is incorporated herein by reference.

(d)   Effects.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Purposes and Reasons for the Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,” “— Advantages of the Transaction,” “— Disadvantages of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction;” and “SPECIAL FACTORS — Purposes and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” “— Conduct of Our Business After the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction” is incorporated herein by reference.

Item 8.Fairness of the Transaction

(a)   Fairness.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

(b)   Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction,” “— Fairness of the Transaction,” “— Advantages of the Transaction,” and “— Disadvantages of the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Alternatives Considered,” and “—Opinion of TM Capital” is incorporated herein by reference.

Fairness of the Transaction,” “— Advantages of the Transaction,” and “— Disadvantages of the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Alternatives Considered,” and “—Opinion of TM Capital” is incorporated herein by reference.

(c)   Approval of Security Holders.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Voting Information;” and “SPECIAL FACTORS — Fairness of the Transaction,” and “— Stockholder Approval” is incorporated herein by reference.

(d)   Unaffiliated Representatives.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.

(e)   Approval of Directors.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

(f)   Other Offers.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

Item 9.Reports, Opinions, Appraisals and Negotiations

(a)   Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.

(b)   Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.

(c)   Availability of Documents.  The information set forth in the Proxy Statement under “SPECIAL FACTORS – Opinion of TM Capital” is incorporated herein by reference.

Item 10.Source and Amounts of Funds or Other Consideration

(a)   Source of Funds.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated herein by reference.

(b)   Conditions.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

(c)   Expenses.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

(d)   Borrowed Funds.  The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

Item 11.Interest in Securities of the Subject Company

(a)   Securities Ownership.  The information set forth in the Proxy Statement under “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.

(b)   Securities Transactions.  The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.

Item 12.The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going Private Transaction.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Voting Information;” and “SPECIAL FACTORS — Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.

(e) Recommendation of Others.  The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” and “— Voting Information;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” “— Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.

Item 13.Financial Statements

(a)   Financial Information.  The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10−K for the year ended December 31, 2009, and the Company’s Quarterly Report on Form 10−Q for the quarter ended June 30, 2010. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Summary Historical Financial Information” is incorporated herein by reference.

(b)   Pro forma Information.  The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Pro Forma Consolidated Financial Statements (Unaudited)” is incorporated herein by reference.

Item 14.Persons/Assets, Retained, Employed, Compensated or Used

(a)   Solicitation or Recommendation.  The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is incorporated herein by reference.

(b)   Employees and Corporate Assets.  The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is incorporated herein by reference.

Item 15.Additional Information

(b) Other Material Information.  The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.

Item 16.Exhibits

(a)   Notice of Meeting and Preliminary Proxy Statement of the Company, including all appendices and the proxy card attached thereto (incorporated herein by reference to the Company’s Schedule 14A filed with the SEC on December 10, 2010).

(b)   Not applicable.

(c)   (i) Opinion of TM Capital Corp. dated December 2, 2010 (incorporated herein by reference to Annex C of the Proxy Statement).

(c) (ii) Presentation dated December 2, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on December 10, 2010).

(c) (iii) Presentation dated November 30, 2010 of TM Capital Corp. to the Board of Directors of the Company.

(d)   Not applicable.

(f) Not applicable.

(g) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

WILSHIRE ENTERPRISES, INC.

By: /s/ Sherry Wilzig Izak                                    

 Name:  Sherry Wilzig Izak

 Title:    Chairman of the Board and Chief

              Executive Officer

/s/ Sherry Wilzig Izak                                   

SHERRY WILZIG IZAK

Dated:   January 18, 2011

EXHIBIT INDEX

Exhibit No.	Description
(a)	Notice of Meeting and Preliminary Proxy Statement of the Company, including all appendices and the proxy card attached thereto (incorporated herein by reference to the Company’s Schedule 14A filed with the SEC on December 10, 2010).
(c)(i)	Opinion of TM Capital Corp. dated December 2, 2010 (incorporated herein by reference to Annex C of the Proxy Statement).
(c)(ii)	Presentation dated December 2, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on December 10, 2010).
(c)(iii)	Presentation dated November 30, 2010 of TM Capital Corp. to the Board of Directors of the Company.

EX-99.(C)(III)

Exhibit 99(c)(iii)

Mergers & Acquisitions Ÿ Exclusive Sales & Divestitures Ÿ Financings & Recapitalizations Ÿ Restructurings & Advisory Services

Presentation to the Special Committee of
the Board of Directors of:

November 30, 2010

DRAFT

Table of Contents

Tab

SituationOverviewI

CompanyOverviewII

ValuationAnalysisIII

SummaryValuationIV

TAB I: Situation Overview

§Wilshire Enterprises, Inc. (WLSE: Pink Sheets) plans to effect a reverse split of the Company’s common stock
at a ratio of 1 for ___, followed immediately by a forward ___ for 1 split of the common stock, and to provide
for payment of ___ per share in cash (the “Consideration”) to those stockholders (the “Fractional
Shareholders”) holding, prior to the reverse stock split, fewer than ___ shares of common stock (the
“Transaction”)

§The Company estimates that _____ of the approximate 3,283 stockholders of record own fewer than ___
shares

§After the reverse and forward split, with fractional share repurchases, the Company estimates it will have
approximately ___ stockholders of record

§Once the Company has fewer than 300 stockholders of record, it can terminate its public company reporting
status

§The Company estimates that the Transaction will result in the purchase of approximately ______ shares

§On August 10, 2009 the Company announced the commencement of a tender offer to purchase shares of its
common stock.On September 14, 2009, the Company announced that it purchased 4,047,380 shares of its
common stock at a purchase price of $2.00 per share.

•TM Capital provided an opinion to the Company that the $2.00 per share consideration paid to tendering
shareholders was fair to such holders from a financial point of view

§The Company has asked TM Capital to provide an opinion as to whether the Consideration to be
received by the Fractional Shareholders, pursuant to the Transaction, is fair to such holders from a
financial point of view

Situation Overview

1

Proposed Transaction Rationale

§Public company costs are high and increasing

•The costs of complying with the Sarbanes-Oxley Act, increased D&O insurance expenses, audit costs and
implementation of related corporate governance reforms have become significant

•The costs associated with retaining public status, servicing stockholders and continuing public communications remain
high

•The time demands on management and employees associated with public company status are significant

§Preparing public reports, filings, press releases and Regulation FD compliance

•Since the Company has relatively few executive personnel, these costs can be material

•Investor relations and communications with stockholders take management time

•Stockholders are unable to benefit fully from public company status due to limited liquidity and the Company’s micro-
cap classification

§Stockholders are not able to move into, or out of, stock positions without materially impacting the
market price

•The Company is not able to raise capital conventionally in public markets

•The Company has not been able to attract any significant institutional investor interest in the public equity

•The Company is not able to effectively use shares for acquisitions

§Reduced competitive risks with increased focus

•Management can focus more time on long-term financial results and goals rather than short-term market concerns

•The Company no longer has to disclose competitive business or other sensitive information

2

Proposed Transaction Rationale

§A go dark transaction effected via a reverse and then immediate stock split provides multiple
benefits

•Reduces direct and indirect costs

•Saves management and employee time

•Small stockholders are able to sell without a commission

•The cash demands on the Company to accomplish the reverse split are predictable

§Several negative ramifications affecting shareholders in a “go dark” transaction include:

•Small shareholders who might want to retain ownership will have their common shares converted into the right to
receive cash

•Liquidity for continuing shareholders will be reduced

•The Company will cease filing required SEC financial reports resulting in less information available to shareholders

3

TM Capital’s Procedures

§In performing our analyses, TM Capital has, among other things:

•Reviewed the Company’s Annual Reports on Form 10-K and related financial information for the years ended
December 31, 2005 through December 31, 2009

•Reviewed the Company’s Quarterly Report on Form 10-Q and the related unaudited financial information for the
periods ended March 31, June 30 and September 30, 2010

•Reviewed certain internal historical financial information provided by management of the Company

•Reviewed the Proxy Statement on Schedule 14A for the Company’s Annual Meeting of Stockholders held on
December 29, 2009

•Reviewed a draft of the Company’s proxy statement prepared in connection with the Transaction

•Reviewed certain information, including financial forecasts relating to the business, earnings, cash flow, assets and
prospects of the Company, furnished to us by the Company or publicly available

•Reviewed the historical market prices and trading activity of the Company’s common stock

•Compared certain financial information for the Company with that of selected publicly traded companies which we
deemed to be relevant

•Compared the financial terms of the Transaction with those of certain other transactions which we deemed to be
relevant

•Reviewed a property valuation analysis of the Company prepared with the assistance of management

•Reviewed such other financial studies and analyses and performed such other investigations and took into account
such other matters as we deemed necessary, including our assessment of general economic, market and monetary
conditions

4

TAB II: Company Overview

§Wilshire Enterprises, Inc. was founded in 1949 and engages in acquiring, owning and managing
real estate properties and real estate related securities in the United States

§Traded on the Pink Sheets: market capitalization as of November 30, 2010 of $1.7 million

§Company owns property in three states: Arizona, New Jersey and Texas

§All properties are managed by MEB Management Services, Inc.

§Currently serves the multifamily market, retail/office market and condominium market, and has
land for potential real estate development

•The multifamily segment is comprised of five communities with a total of 950 units, averaging 876 square feet per unit

•The retail/office segment is comprised of one retail center with 66,552 square feet of rentable space and two office
buildings with 125,700 square feet of rentable space

•The condominium segment is comprised of one community with 10 units

•The undeveloped land segment is comprised of five plots of lands in New Jersey totaling 19 acres

5

Company Overview

Properties Overview

*Classified by the Company as Discontinued Operations

(1)Per September 30, 2010 rent rolls provided by management

6

Properties Overview (cont.)

*Classified by the Company as Discontinued Operations

(1)Does not include Discontinued Operations

7

Stock Ownership Summary

(1)Shares Owned excludes stock options and nonvested restricted shares

(2)Total Shares Outstanding as of November 12, 2010

8

Historical Consolidated Income Statements

(1) See page 10 for a detailed schedule of non-recurring general and administrative expenses

9

Historical Non-recurring General & Administrative Expense

10

Historical Consolidated Balance Sheets

11

Historical Consolidated Statement of Cash Flows

12

Selected Historical Data by Property - Continuing Operations

13

Historical and Projected Financial Summary

14

TAB III: Valuation Analysis Overview

Valuation Approaches

─Review of current and
historical trading prices
and volume of Wilshire
Enterprises’ common
stock

─“Public Market”
valuation

─Value based on public
market trading multiples
of similar multifamily real
estate investment trusts
and real estate operating
companies

─“Transaction Specific”
valuation

─Analyzes the premiums
paid in other
reverse/forward split
transactions resulting in
the company “going dark”

─Present value of
projected free cash flows

─Incorporates time value
and cost of capital
considerations

─Relies on Management
projections

─Value that could
hypothetically be derived
from the sale of
properties and the
satisfaction of liabilities

─Relies on management’s
guidance

15

Summary Market Data - Wilshire Enterprises, Inc.

Source: Capital IQ and management
(1) Balance sheet and income statement data as of the LTM ended September 30, 2010

16

Stock Price and Trading Volume History - Since $2 Tender Offer
Expiration

Source: Capital IQ

Note: Represents common stock traded from September 4, 2009 to November 26, 2010

17

Source: Capital IQ

Note: Represents common stock traded from November 27, 2007 to November 26, 2010

Three Year Stock Price and Trading Volume History

18

Latest Twelve Months Stock Price Performance

Source: Capital IQ

Stock prices fromNovember 27, 2009 to November 26, 2010

Publicly Traded Comparable Companies Index is equally weighted and includes: Apartment Investments & Management Co. (NYSE:AIV), Associated
Estates Realty Corp. (NYSE:AEC), BRE Properties Inc. (NYSE:BRE), Essex Property Trust (NYSE:ESS), First Real Estate Investment Trust of New
Jersey (OTCBB:FREV.S), Home Properties Inc. (NYSE:HME), Mid-America Apartment Communities Inc. (NYSE:MAA), New England Realty
Associates LP (AMEX:NEN), NTS Realty Holding LP (AMEX:NLP),and Post Properties Inc. (NYSE:PPS)

19

Shares of Wilshire Enterprises Traded at or Below Analysis -
Since $2 Tender Offer Expiration

Source: Capital IQ

Note: Represents common stock traded from September 4, 2009 to November 26, 2010

(1)Shares outstanding of 4,141,099 as of November 12, 2010 per 10Q for the nine months ended September 30, 2010. Does not include shares
issuable upon exercise of stock options

20

Shares of Wilshire Enterprises Traded at or Below Analysis -
Three Year

Source: Capital IQ

Note: Represents common stock traded from November 27, 2007 to November 26, 2010

(1)Shares outstanding of 4,141,099 as of November 12, 2010 per 10Q for the nine months ended September 30, 2010. Does not include shares
issuable upon exercise of stock options

21

Selected Public Companies Criteria

§TM Capital analyzed 10 selected public companies’ operating and valuation statistics in
comparison to that of Wilshire Enterprises, Inc.

§To be included in this analysis, each company had to meet the following criteria:

•Headquartered in the United States

•Traded on a United States exchange

•Real estate holding and operating companies and real estate investment trusts focused on multifamily housing

22

Analysis of Selected Publicly Traded Companies

Source: Capital IQ and company filings

Note: Historical Average includes latest three fiscal years and latest twelve months

Enterprise Value as of November 26, 2010

(1)Adjusted for non-recurring and unusual items

Enterprise Value / EBITDA Multiples (1)

23

Analysis of Selected Publicly Traded Companies

Enterprise Value / Net Operating Income (1)

Source: Capital IQ and company filings

Note: Historical Average includes latest three fiscal years and latest twelve months

Enterprise Value as of November 26, 2010

(1)Adjusted for non-recurring and unusual items

24

Analysis of Selected Publicly Traded Companies - Valuation
Data

Source: Capital IQ and company filings

Enterprise Value as of November 26, 2010

(1)Adjusted for non-recurring and unusual items

(2)As of November 26, 2010.WLSE market capitalization based on closing price of $0.40 and the 4,141,099 shares outstanding as of November 26, 2010

(3)Historical Average includes latest three fiscal years and latest twelve months

25

Analysis of Selected Publicly Traded Companies - Descriptions

26

Analysis of Selected Publicly Traded Companies - Descriptions
(cont.)

27

Analysis of Selected Recent Reverse/Forward Split “Go Dark”
Transactions

§TM Capital analyzed historical reverse/forward stock splits announced by publicly traded
companies from January 2007 to November 2010

§To be included in this analysis, each company had to meet the following criteria:

•Headquartered in the United States

•Traded in the United States

•Announced a reverse stock spilt immediately followed by a forward stock split

•Purpose of the stock split was to reduce the number of stockholders of records to under 300 in order to terminate its
public company reporting status and “go dark”

•Market capitalization 1 day prior to announcement greater than $1 million

•Takeout payment price per share greater than $0.25

28

Analysis of Selected Recent Reverse/Forward Split “Go Dark”
Transactions

Note: Stock split and pricing data per Capital IQ and Bloomberg.LTM revenue per Capital IQ.

Excludes utilities, financials and special purpose acquisition corporations.

* As of announcement day.

29

Discounted Cash Flow Analysis

(1)Based on estimates provided by management

(2)Excludes non-recurring general and administrative expense

(3)Assumes an effective tax rate of 40%

(4)Discounted to December 31, 2010

(5)Per Bloomberg, weighted average cost of capital of publicly traded comparable
companies was 7.79%, adjusted upwards by approximately 5% to reflect WLSE’s
smaller size and limited liquidity

(6)Balance sheet data per quarterly results as of September 30, 2010

(7)Current liabilities includes accounts payable, accrued liabilities and deferred income

30

Property Sale Analysis

(1)Residential low end capitalization rate assumption per PricewaterhouseCoopers’ Korpacz Real Estate Survey, Third Quarter 2010.

Average national apartment market capitalization rate of 7.12%.Based on regional differences as detailed in PricewaterhouseCoopers’ Korpacz
Real EstatE. Survey, Third Quarter 2010, TM Capital applied a higher capitalization rate to those properties based in Arizona and Texas.

Average Mid-Atlantic region apartment market capitalization rate of 7.15%.

Residential high end capitalization rate adjusted to reflect the assumption of a quick property sale and regional location of properties.

(2)Commercial low end capitalization rate assumption per PricewaterhouseCooper’s Korpacz Real Estate Survey, Third Quarter 2010.

Average national strip shopping center capitalization rate of 8.09%.

Average national suburban office capitalization rate of 8.40%.

Commercial high end capitalization rate adjusted to reflect the assumption of a quick property sale and the regional location of properties.

31

Property Sale Analysis (cont.)

(1)Liquidation estimates per management guidance

(2)Assumes disposition costs of 4.0%

(3)Assumes a tax basis of $22.5 million and a 40% tax rate

(4)Assumes properties will be sold within one year.For a discussion of assumed cost of capital see page 30.

32

TAB IV: Summary Valuation

SLIDE TITLE

Summary Valuation

Note: Represents the “Go Dark” offer price of [$    ] per share

(1)Price per share ranges from ($2.59) to ($3.38)

(2)Price per share ranges from ($2.48) to ($3.24)

(3)Price per share ranges from ($0.97) to $0.64

33

Summary Valuation

34