UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2009~~2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission ~~file~~ files number 1-4673

WILSHIRE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-0513668
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
1 Gateway Center
100 Eagle Rock Avenue
Newark, New Jersey		07102
East Hanover, New Jersey		07936
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 420-2796

Securities registered pursuant to section 12(b) of the Act:

		Name of each exchange
Title of each class		on which registered
None		None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $1 par value (Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive 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 o No o ~~Not Applicable~~

Indicate by check mark 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 amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant 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 (June 30, ~~2009~~2010), was $2962,~~510,000~~430.

The number of shares outstanding of the registrant’s $1 par value common stock, as of ~~March~~July 261, ~~2010,~~2011 was 43,~~141~~767,~~099~~174.

WILSHIRE ENTERPRISES, INC.

INDEX

		Page No.	~~Page No.~~
Part I
Item 1.	Business	3		3
Item 1A.	Risk Factors	8		7
Item 1B.	Unresolved Staff Comments	9		8
Item 2.	Properties	9		8
Item 3.	Legal Proceedings	11		10
Item 3A.	Executive Officers of the Registrant			10
Item 4.	[Removed and Reserved.]	11
Item 4.	Reserved			10
Part II
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder
Item 5.	Market for Registrant’s Common Equity, Related Stockholder
	Matters and Issuer Purchases of Equity Securities	11
	Matters and Issuer Purchases of Equity Securities			11
Item 6.	Selected Financial Data	13
Item 6.	Selected Financial Data			12
Item 7.	Management’s Discussion and Analysis of Financial Condition
Item 7.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	14
	and Results of Operations			14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk			27
Item 8.	Financial Statements and Supplementary Data	27
Item 8.	Financial Statements and Supplementary Data			28
Item 9.	Changes in and Disagreements with Accountants on Accounting
Item 9.	Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure	49
	and Financial Disclosure			51
Item 9A.	Controls and Procedures	49
Item 9A.	Controls and Procedures			51
Item 9B.	Other Information	49
Item 9B.	Other Information			52
Part III
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 10.	Directors, Executive Officers and Corporate Governance			53
Item 11.	Executive Compensation	52
Item 11.	Executive Compensation			53
Item 12.	Security Ownership of Certain Beneficial Owners and Management
Item 12.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	56
	and Related Stockholder Matters			53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence			53
Item 14.	Principal Accounting Fees and Services	58
Item 14.	Principal Accountant Fees and Services			53
Part IV
Part IV
Item 15.	Exhibits and Financial Statement Schedules	59
Item 15.	Exhibits and Financial Statement Schedules			54
	Signatures
	Signatures			57

PART I

Item 1. Business

This report contains “forward-looking statements” within the meaning of the federal securities laws. These statements relate to future economic performance, plans and objectives of management for future operations and projections of revenues and other financial items that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. The words “expect,” “estimate,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. Those statements involve risks, uncertainties and assumptions, including industry and economic conditions, competition and other factors discussed in this and our other filings with the SEC. If one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes could vary materially from those indicated. We have made forward-looking statements in Items 1, 2, 5, 7 and 7A of this report. See Item 1A “Risk Factors” for a description of some of the important risk factors that may affect actual outcomes.

Background

Wilshire Enterprises, Inc. (“Wilshire” or the “Company”) is a Delaware corporation founded on December 7, 1951. The Company changed its name from Wilshire Oil Company of Texas to its current name on June 30, 2003. The Company’s principal executive offices are located at 1100 ~~Gateway~~Eagle ~~Center~~Rock Avenue, ~~Newark~~East Hanover, New Jersey ~~07102~~07936. Its main telephone number is (201) 420-2796. Wilshire maintains a website at www.wilshireenterprisesinc.com.

Wilshire is principally engaged in acquiring, owning and operating real estate properties. As further described below, the Company currently owns multi-family properties, office space, retail space, and land located in the states of Arizona, Texas, and New Jersey.

On June 13, 2008, Wilshire entered into an Agreement and Plan of Merger with NWJ Apartment Holdings Corp. and its wholly owned subsidiary, NWJ Acquisition Corp. (“Merger Sub”), both of which are affiliates of NWJ Companies, Inc. The merger agreement provided that Merger Sub would merge with and into the Company and each outstanding share of the Company’s common stock would receive $3.88 in cash. On December 3, 2008, the parties entered into a Termination Agreement, which terminated the merger agreement, because NWJ was not able to secure the financing required to close the merger.

After the termination of the merger agreement and in light of declines in the real estate market and the general economic downturn, management adopted a strategy, described below under “Business Strategy,” to grow the Company and enhance stockholder value.

On February 25, 2011, the Company’s stockholders approved two amendments to the Company’s certificate of incorporation that will enable the Company to cease its periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects to terminate the registration of our common stock under the Exchange Act promptly following the filing of this Annual Report on Form 10-K with the SEC. See “Termination of SEC Registration” below.

Real Estate Operations

Wilshire is engaged principally in acquiring, owning and operating real estate properties. As of December 31, ~~2009~~2010, Wilshire owned the properties described below:

Name	City	State	Asset Class	Size
Sunrise Ridge	Tucson	AZ	Apartments	340 units
Van Buren	Tucson	AZ	Apartments	70 units
Royal Mall Plaza	Mesa	AZ	Office & retail	66,552 SF
Red Mountain Professional Plaza	Mesa	AZ	Office & retail	66,552 SF
Tempe Corporate	Tempe	AZ	Office	50,700 SF
Alpine Village	Sussex	NJ	Apartments	132 units
Jefferson Gardens	Jefferson	NJ	Condominiums	10 units
Amboy Tower	Perth Amboy	NJ	Office & Retail	75,000 SF
Alpine Village (a)	Sussex	NJ	Land	0.51 acres
Alpine Village (a)	Wantage	NJ	Land	17.32 acres
Alpine Village (a)	Sussex	NJ	Land	0.49 acres
Alpine Village (a)	Sussex	NJ	Land	0.22 acres
West Orange	West Orange	NJ	Land	0.6 acres
Summercreek	San Antonio	TX	Apartments	180 units
Wellington Estates	San Antonio	TX	Apartments	228 units

(a) Alpine Village land parcels are adjacent to the Alpine Village Apartments.

Business Strategy

Wilshire’s strategy is to ~~seize~~capitalize on opportunities presented by the ~~current~~dynamic ~~chaos~~real estate market conditions taking place in ~~the~~its ~~real estate~~core ~~market~~markets. In light of the decrease in the intrinsic market value of ~~real~~multiple ~~estate~~property types in many ~~parts~~major ofand secondary real estate markets in the United States, the Company is focused on ~~making~~ strategic ~~acquisitions~~ ~~to enhance stockholder value~~acquisitions. To that end, the Company’s strategy ~~is to~~remains:

· Strengthen Wilshire’s existing portfolio by making capital improvements to ~~targeted~~its existing portfolio where it believes that a return can be generated by enhancing the amenity profile, floor plan finishes or site curb appeal of its properties, which management believes will help increase occupancy rates.

· Pursue off-market ~~opportunities~~acquisitions that provide ~~acquisition~~opportunity ~~opportunities~~to build its portfolio of core assets at significant market discounts.

· ~~Buy~~Invest in and hold multi-family, medical office, and retail properties at ~~attractive~~reasonable off-market prices, which will allow for value creation and capital appreciation.

Management believes that prudent acquisitions of real estate assets will grow the Company and enhance stockholder value. The Company would look to assets that offer attractive financial returns. In general, it seeks multifamily properties with 100 units or more in strategic geographic regions in which the Company or its contracted property management company (see below) has or will have operations. Additionally, the Company will evaluate other asset classes throughout the Commercial property sector, senior independent living facilities, retail centers and real estate securities and other geographic regions, as it is not restricted from doing so, and may invest in one or more of these asset classes in lieu of a multifamily property.

~~The Company~~Wilshire’s ~~would~~principal ~~look~~investment toobjective ~~assets~~is ~~that~~to ~~offer~~increase ~~attractive~~the ~~financial~~net ~~returns.~~asset ~~In general,~~value itof ~~seeks~~its ~~multifamily~~investment ~~properties~~portfolio ~~with~~through ~~100~~effective ~~units~~management orand ~~more in~~ strategic ~~geographic~~ ~~regions~~leasing, infinancing ~~which~~and ~~the~~investment ~~Company~~strategies. orWilshire ~~its~~is ~~contracted~~currently ~~property~~focused ~~management company~~on ~~(see~~optimizing ~~below)~~the ~~has~~valuation orpotential ~~will~~and ~~have~~cash ~~operations.~~flow ~~However,~~from ~~the~~many ~~Company~~of ~~may evaluate~~its ~~other~~assets, ~~asset~~repositioning ~~classes~~or ~~such~~selling asselect ~~office buildings~~assets, ~~senior independent living facilities, retail centers~~ and ~~real~~potentially ~~estate~~acquiring ~~securities~~assets ~~and~~in ~~other~~targeted geographic regions. ~~and~~The ~~may~~Company ~~invest~~is inalso ~~one~~focused oron ~~more~~increasing oflong-term ~~these~~growth ~~asset~~in ~~classes~~cash inand ~~lieu~~cash ofequivalents ~~a multifamily~~generated ~~property~~from operations.

Wilshire’s principal investment objective is to increase the net asset value of its investment portfolio through effective management, growth, financing and investment strategies. Wilshire is currently focused on optimizing the valuation potential and cash flow from many of its assets, repositioning or selling select assets, and potentially acquiring assets in targeted geographic regions. The Company is also focused on increasing long-term growth in cash and cash equivalents generated from operations.

On September 4, 2009 the Company completed a tender offer to purchase shares of its common stock. As a result of the tender offer, the Company purchased and retired 4,047,380 shares of its common stock at a purchase price of $2.00 per share, for an aggregate purchase price of $8,094,760. The 4,047,380 shares purchased pursuant to the tender offer are comprised of the 4,000,000 shares the Company offered to purchase and 47,380 shares purchased pursuant to the Company’s right under applicable securities laws to purchase up to an additional 2% of the Company’s outstanding shares without extending the tender offer.

See Item 5 of this Annual Report on Form 10-K.

Termination of SEC Registration

As described in the definitive proxy statement filed with the SEC on February 2, 2011 (the “Proxy Statement”), the Company’s Board of Directors (the “Board of Directors”) has determined that the costs of being an SEC reporting company outweigh the benefits and, thus, it is no longer in our best interests or the best interests of our stockholders, including our unaffiliated stockholders, for us to remain an SEC reporting company. Therefore, the Board of Directors, based upon the recommendation of a special committee of the Board of Directors comprised solely of independent directors, unanimously authorized and recommended that shareholders approve a 1-for-500 reverse stock split (the “Reverse Stock Split”) of our common stock, par value $1.00 per share (“Common Stock”), followed immediately by a 500-for-1 forward stock split (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Transaction”). The Reverse Stock Split and Forward Stock Split together enable the Company to cease its periodic reporting obligations under the Exchange Act and thereby forgo many of the expenses associated with operating as a public company subject to SEC reporting obligations. On February 25, 2011, the Company held its annual meeting of stockholders (the “Meeting”) as described in the Proxy Statement. At the Meeting the Company’s stockholders approved the amendments to the Company’s certificate of incorporation to affect the Reverse Stock Split and Forward Stock Split. On February 28, 2011, the Company filed certificates of amendment to Wilshire's certificate of incorporation, effecting the Reverse Stock Split and Forward Stock Split, each effective as of March 2, 2011.

As a result of the Transaction, the number of our stockholders of record has been reduced below 300, which will allow us to terminate the registration of our Common Stock under the Exchange Act. The cash impact of the transaction was $374,000 that was paid to acquire shares from the individual stockholders under 500 shares in total. In addition, there were other costs of legal counsel review of the transaction of $142,000. The Company expects to terminate the registration of our Common Stock under the Exchange Act promptly following the filing of this Annual Report on Form 10-K with the SEC. Effective on, and following the termination of the registration of our Common Stock under the Exchange Act, we will no longer be subject to any reporting requirements under the Exchange Act or the rules of the SEC applicable to SEC reporting companies and will be able to eliminate most of the expenses related to the disclosure, reporting and compliance requirements of the Sarbanes-Oxley Act. For instance, our obligation to file periodic and current reports, and our obligation to comply with the requirements of the proxy rules and to file proxy statements under Section 14 of the Exchange Act also will be suspended. In addition, our officers, directors and 10% stockholders will no longer be subject to the reporting requirements of Section 16 of the Exchange Act or be subject to the prohibitions against retaining short-swing profits in our shares of Common Stock. Persons acquiring more than 5% of our Common Stock will no longer be required to report their beneficial ownership under the Exchange Act. Since our obligation to file periodic and other filings with the SEC will be suspended, our continuing stockholders will have access to less information about us and our business, operations and financial performance. The Board of Directors anticipates that we will continue to have our Common Stock quoted on the Pink Sheets; however, liquidity is likely to be limited due to the fact that we will no longer file the reports required by the Exchange Act.

Divestiture of Assets

The Company did not divest any real estate properties in 2010 or 2009 and divested the following real estate properties in 2008:

								Taxes
Name (State) (asset class)	Date Sold	Selling Price		Net Book Value		Mortgage Value		Payable on Sale		Net Proceeds (a)

Jefferson Gardens (NJ)
(1-bedroom condominium)	1/28/2008	$	150,000	$	36,000	$	-	$	39,000	$	98,000
Tamarac Office Plaza (FL)
(26,990 SF Office complex)	5/23/2008	$	2,000,000	$	763,000	$	566,000	$	446,000	$	895,000
Jefferson Gardens (NJ)
(1-bedroom condominium)	12/08/2008	$	154,000	$	39,000	$	-	$	39,000	$	100,000

(a) Net proceeds is defined as selling price less mortgage value and transaction costs such as commissions, legal fees, taxes and other expenses.

Employees

As of December 31, ~~2009~~2010, the Company had a total of five employees in its corporate office.

Property Management

Wilshire contracts with a property management company (the “PMC”) located in ~~Phoenix,~~ Arizona to assist in the management of the Company’s properties, including providing onsite personnel, regional supervision, and bookkeeping functions. The PMC has managed nearly all of Wilshire’s properties located outside of New Jersey since 1998. In January of 2005 Wilshire contracted with the PMC to assist in the management of the Company’s New Jersey properties obligating the PMC to provide onsite personnel and bookkeeping functions and regional supervision for the New Jersey properties. Wilshire believes that the PMC can provide cost-efficient bookkeeping functions in part because it is located in Arizona, a state that generally has lower wage expense than that experienced in New Jersey. As of December 31, ~~2009~~2010 the PMC employed ~~621~~584 full time and 3538 part time people and managed property on behalf of Wilshire in the states of Arizona, New Jersey, and Texas. To Wilshire’s knowledge, the PMC does not currently own real estate assets for its own investment purposes. PMC has advised Wilshire that in ~~2009~~2010, ~~Wilshire accounted for approximately 6% of PMC’s total revenues.~~

Wilshire accounted for approximately 6% of PMC’s total revenues.

Insurance

The Company carries comprehensive property, general liability, fire, extended coverage and rental loss insurance on all of its existing properties, with policy specifications, insured limits and deductibles customarily carried for similar properties. The Terrorism Risk Insurance Act of 2002 was signed into law on November 26, 2002. The law provides that losses resulting from certified acts of terrorism will be partially reimbursed by the United States after the insurance company providing coverage pays a statutory deductible amount. The law also requires that the insurance company offer coverage for terrorist acts for an additional premium. We accepted the offer to include this coverage in our property and casualty policies.

We believe that our properties are adequately covered by insurance. There are, however, some types of losses (such as losses arising from mold and acts of war) that are not generally insured because they are either uninsurable or not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose our capital invested in a property, as well as the anticipated future revenues from the property, and we would continue to be obligated on any mortgage indebtedness or other obligations related to the property. Any loss of that kind could materially adversely affect us.

Competition

All of the properties owned by the Company are in areas where there is substantial competition with other multifamily properties; single-family housing that is either owned or leased by potential tenants and other commercial properties. The Company’s principal method of evaluating competition is to continually assess current market conditions, and offer competitive rental rates, that may include tenant incentives. In order to maintain occupancy rates and attract quality tenants, the Company may offer rental concessions, such as free rent to new tenants for a stated period. The Company also competes by offering properties in attractive locations and providing residential and commercial tenants with amenities such as covered parking, recreational facilities, garages and ~~pleasant~~quality landscaping, all meant to maximize curb appeal. The Company intends to continue upgrading and improving the physical condition of its existing properties and may consider selling existing properties, which the Company believes have realized their potential. The Company will be re-investing in existing properties that may require renovation, resulting in greater appreciation potential.

Environmental Matters

The Company believes that each of its properties is in compliance, in all material respects, with federal, state and local regulations regarding hazardous waste and other environmental matters and is not aware of any environmental contamination at any of its properties that would require any material capital expenditure by the Company for the remediation thereof. No assurance can be given that environmental regulations will not, in the future, have a materially adverse effect on the Company’s operations.

Investment in Marketable Securities

During the second and third quarters of 2008, the Company sold $1.2 million and $250,000, respectively, of its auction rate securities (“ARS”) at par value through successful redemptions. In addition, during the second quarter of 2008, the Company sold $3.7 million of its ARS in a private transaction for $3.3 million. As a result of this transaction, the Company recorded a $365,000 loss on the sale of these securities in the second quarter of 2008. During the fourth quarter of 2008, as a result of a settlement between government entities and our investment advisor, the Company was reimbursed for its $365,000 loss. This reimbursement offset the loss, and, accordingly, no gain or loss is reflected on the Company’s consolidated financial statements for the year ended December 31, 2008 for these transactions. The sale of the ARS in a private transaction was considered a one-time transaction by the Company.

During June 2008, the Company sold its investment of marketable equity securities which consisted of common shares in one real estate company for gross proceeds of $1.3 million. As a result of this sale, the Company recognized a loss from the sale of securities of $188,000.

As of December 31, 2010 and 2009, the Company did not maintain any investments in marketable securities.

Item 1A. Risk Factors

In the normal course of operating our business and executing our business strategies, we are subject to several risks and uncertainties that could impede our ability to achieve our goals, including the risks described below. If any of the following risks actually occurs, our financial condition and results of operations and / or the market price of our common stock could be materially and adversely affected.

Prolonged disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of our common stock.

Global stock and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and, in certain cases, have resulted in the unavailability of certain types of financing. If these conditions persist, additional lending institutions may be forced to exit markets such as repurchase lending, become insolvent or further tighten their lending standards or increase the amount of equity capital required to obtain financing, and in such event, could make it more difficult for us to obtain financing on favorable terms or at all. Our profitability will be adversely affected if we are unable to obtain cost-effective financing for our investments. If the current downturn in the stock or credit markets is prolonged, it may cause us to seek alternative sources of potentially less attractive financing to purchase new properties or re-finance existing debt when due, and may require us to adjust our business plan accordingly. These events in the stock and credit markets may also make it more difficult or unlikely for us to raise capital through the issuance of our common stock or preferred stock. These disruptions in the financial markets also have had, and may continue to have, a material adverse effect on the market value of our common stock and other adverse effects on us or the economy generally.

Our properties held for sale may not realize the sales prices anticipated by us.

We are holding various properties that are available for sale. It is our intent to sell such properties at a price that we have determined represents their intrinsic value. However, there is no guarantee that a buyer will be found to purchase such properties at prices we will set. In this event, our options include continuing to operate the properties, with potentially significant capital expenditures, or to reduce the selling price of the property.

Environmental concerns may limit our ability to operate our real estate properties.

Our ability to operate our continuing real estate operations and sell our discontinued operations are impacted by potential environmental issues including: asbestos removal at certain properties, clean-up of spills from leaking heating oil tanks, faulty sewerage treatment, disposal of cleaning, painting and other potential contaminants and other items. Laws protecting the environment typically are strictly enforced and carry with them substantial monetary penalties for non-compliance. Any action by a federal or state agency could result in substantial penalties and other enforcement measures which could materially and adversely affect us.

Competition in our markets limits rental income from tenants.

The rental income that we may earn from our properties is limited to the local market conditions where the properties are located. This impacts actual rent that may be charged and concessions that may be granted to entice new tenants and tenants renewing their leases to continue to occupy our properties.

Certain properties may require substantial capital expenditures to remain competitive.

As our properties age, they require capital expenditures to remain competitive in their marketplaces. Such capital expenditures could be significant and could include but are not limited to, roofing, replacement of boilers and air conditioning equipment and paving of parking lots.

Changes in market conditions could adversely affect the market price of our common stock.

As with other publicly traded equity securities, the value of our common stock depends on various market conditions which may change from time to time. Among the market conditions that may affect the value of our common stock are the following:

• the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; • our financial performance; and • general stock and bond market conditions.

~~• our financial performance; and~~8

• general stock and bond market conditions.

The market value of our common stock is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash dividends. Consequently, our common stock may trade at prices that are higher or lower than our book value per share of common stock. If our future earnings are less than expected, it is likely that the market price of our common stock will diminish.

Economic change in our marketplaces may impact our ability to locate suitable tenants.

Our properties are concentrated in the Southwest, and New Jersey. A continuing or prolonged decline in the economic environment in those areas, ofincluding but not limited to sustained unemployment in the submarket regions, and throughout the country may impact the ability of existing tenants to remain current on their rental payments and our ability to attract qualified new tenants.

Interest rate fluctuations impact our ability to raise funds for investment and the desire of tenants to rent versus buy housing.

We are susceptible to changes in interest rates. Increasing interest rates are detrimental to our ability to raise capital for investment purposes at suitable interest rates. Declining interest rates generally make home ownership more affordable than renting for tenants and may cause vacancy rates at our properties to increase. Continuing or prolonged decline in general economic conditions may cause an increase in vacancy rates at our office and retail properties.

Government regulations may hinder our ability to dispose of our properties held for sale and may limit our ability to construct improvements at our existing properties.

Government regulations concerning zoning, property use, environmental regulations and taxation, among other things, could affect our decisions to sell various properties and to attempt to construct improvements to make the properties more desirable for tenants and investors.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The executive and administrative office of the Company consists of approximately 4 3,~~000~~354 square feet, located at 1100 ~~Gateway~~Eagle ~~Center~~Rock Avenue, ~~Suite~~East ~~1030~~Hanover, ~~Newark,~~ New Jersey. Beginning on ~~April~~July 1, ~~2005~~2010, Wilshire leased this office pursuant to a sixty ~~five~~ three month lease, with ~~two~~one ~~renewal~~five ~~options~~year ofoption ~~five~~to ~~years each~~renew. The base monthly rental is $105,~~880. The~~450 ~~Company~~during isthe ~~reviewing~~initial ~~its~~term ~~future~~of ~~leasing requirements as~~ the ~~current~~ lease ~~expires in August 2010~~.

The following table provides summary information regarding the Company’s apartment and condominium properties as of December 31, ~~2009~~2010.

				Apartment Unit Type
Name (State)	Date Acquired		No. of Units	Studio / Efficiencies		1 BR	2 BR		3 BR	Acreage		Rentable Sq. Ft.
Apartments:
Alpine Village (NJ)		10/29/95	132		-	48		84	-		13.73	101,724
Summercreek (TX)		3/29/01	180		-	84		96	-		8.17	142,452
Sunrise Ridge (AZ)		10/24/97	340		-	144		196	-		17.73	291,674
Van Buren (AZ)		6/11/98	70		-	42		28	-		1.41	81,404
Wellington (TX)		7/30/98	228		24	60		116	28		8.69	214,744
Condominiums:
Jefferson Gardens (NJ) (a)(b)		3/31/94	10		-	8		2	-		-	7,785

(a) Classified by the Company as Discontinued Operations. See Note 2 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K (b) The Jefferson Gardens condominium complex has a total of 50 units, 34 one bedroom and 16 two bedroom, of which the Company owned 10 units as of December 31, ~~2009~~2010.

The following table provides summary information regarding the Company’s commercial properties and vacant land as of December 31, ~~2009~~2010.

Name (State)	Date Acquired		Rentable Sq. Ft.	~~Rentable Sq. Ft.~~	Acreage	~~Acreage~~
Office & Retail:
Office and Retail:
Amboy Tower (NJ) (a)		3/31/98	75,000	~~75,000~~
Royal Mall Plaza (AZ)		3/31/94		66,552
Red Mountain Professional Plaza(AZ)		3/31/94	66,552
Tempe Corporate (AZ)		12/31/92	50,700	~~50,700~~
Land:
Alpine Village, Sussex (NJ) (a)		10/28/98	-	-		0.51	~~0.51~~
Alpine Village, Wantage (NJ) (a)		2/16/01	-	-		17.32	~~17.32~~
Alpine Village, Center Street, Sussex (NJ) (a)		6/13/07	-	-		0.49	~~0.49~~
Alpine Village, Unionville Ave., Sussex (NJ) (a)		11/26/07	-	-		0.22	~~0.22~~
West Orange (NJ) (a)		3/31/94	-	-		0.60	~~0.60~~

(a) Classified by the Company as Discontinued Operations. See Note 2 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Discontinued operations contain properties that may have ~~excellent~~sustainable cash flow or solid valuation characteristics but may not be in a geographic region that is currently being targeted by the Company. Discontinued operations include properties that either ~~are~~ is under ~~contracts~~contract for sale or the Company has identified as properties potentially for sale depending on market conditions, including Jefferson Gardens (NJ), Amboy ~~Tower~~Towers (NJ), and the Alpine Village and West Orange, land parcels also in New Jersey ~~land parcels~~. The Company may or may not sell some or all of such assets.

The following table provides summary financial information for the Company’s properties that are not carried as discontinued operations:

	As of December 31, 2009						For the Year Ended December 31, 2009
	As of December 31, 2010				For the Year Ended December 31, 2010
Name (State)	Net Book Value		Mortgage Principal	~~Mortgage Principal~~	Net Operating Income		~~Net~~Interest ~~Operating Income~~Expense		Capital Expenditures		~~Interest Expense~~		~~Capital Expenditures~~
Apartments:
Sunrise Ridge (AZ)	$	$4,~~780~~591,000	$9,466,000	$	~~9,657,000~~	$1,122,000	$558,000	~~971,000~~		$82,000	$	~~569,000~~	$	~~12,000~~
Van Buren (AZ)		1,~~419~~328,000	1,858,000		~~1,895,000~~	262,000	110,000	~~211,000~~		1,000		~~111,000~~		~~2,000~~
Summercreek (TX)		4,~~973~~898,000	4,490,000		~~4,550,000~~	303,000	254,000	~~295,000~~		104,000		~~283,000~~		~~385,000~~
Wellington (TX)		3,~~424~~300,000	3,892,000		~~3,971,000~~	524,000	229,000	~~541,000~~		54,000		~~234,000~~		~~79,000~~
Alpine Village (NJ)		2,~~860~~862,000	4,423,000		~~4,513,000~~	407,000	261,000	~~502,000~~		161,000		~~266,000~~		~~6,000~~
Office & Retail:
Office and Retail:
Royal Mall Plaza (AZ)		1,213,000			-			168,000				-		50,000
Red Mountain Professional Plaza (AZ)		1,313,000	-			110,000	-			193,000
Tempe Corporate (AZ)		2,~~251~~195,000	3,314,000		~~3,430,000~~	242,000	175,000	~~427,000~~		78,000		~~181,000~~		~~17,000~~
Total:	$	$20,~~920~~487,000	$27,443,000	$	~~28,016,000~~	$2,970,000	$1,587,000	~~3,115,000~~		$673,000	$	~~1,644,000~~	$	~~551,000~~

Item 3. Legal Proceedings

Other Matters

Item 3A. Executive Officers of the Registrant

The following table sets forth the name and age of each executive officer of the Company. Each officer is appointed by the Company's Board of Directors. Unless otherwise indicated, the persons named below have held the position indicated for more than the past five years.

Name and Age	Executive Officer of The Company Since	Position with the Company and Business Experience
S. Wilzig Izak, Age 51	1987	Chairman of the Board of the Company since September 20, 1990; Chief Executive Officer since May 1991; Executive Vice President (1987-1990); prior thereto, Senior Vice President
Francis J. Elenio, Age 44	September 2006	Chief Financial Officer, Secretary and Treasurer of the Company since September 2006; Chief Financial Officer of Premier Wealth Management, Inc. since September 2007; Chief Financial Officer of Webcollage, Inc. (March 2006 - August 2006); Interim Chief Financial Officer of TWS Holdings, Inc. (November 2005 - March 2006); Chief Financial Officer and Director of Roomlinx, Inc. (April 2004 - November 2005); Chief Financial Officer, Secretary and Treasurer of GoAmerica, Inc. (January 1999 - August 2003)

Item 4. Reserved

Item 3. Legal Proceedings

On or about July 31, 2009, James Robert Soprito, individually and as successor-in-interest to Josephine Soprito, as Decedent; Cindy Maguglin and Donna Tryon (collectively, "Plaintiffs"), filed a Complaint for Damages in the Superior Court of the State of California for the County of San Francisco against numerous defendants, including the Company. Plaintiffs are seeking damages based on claims of, among other things, wrongful death, negligence, strict liability, enterprise liability, and premises liability. These claims are based on the allegation that the decedent and others suffered injuries as a result of exposure to asbestos materials at certain unspecified times in the past. The Company sold its oil and gas business in 2004 and does not believe it should be named as a party in the case. The Company was granted an extension of time to answer, move or otherwise respond to the Complaint pending the Plaintiff's evaluation of materials submitted by the Company in support of its position that it should not be named as a party. In March 2010, this case against the Company was entirely dismissed without reservation.

Item 4. [Removed and Reserved.]

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock was traded on the American Stock Exchange until January 26, 2010 under the symbol “WOC”. Effective January 27, 2010, the Company’s common stock is quoted on the Over the Counter (“OTC”) Electronic Bulletin Board maintained by the National Association of Securities Dealers, Inc. (“NASD”) under the symbol “WLSE.PK”. The following table indicates the high and low sales prices of the Company’s common stock for the quarters indicated during the years ended December 31, ~~2009~~2010 and ~~2008~~2009:

	Quarter 1					Quarter 2				~~Quarter 2~~		Quarter 3						Quarter 4		~~Quarter 3~~								~~Quarter 4~~
	High		-	-	Low	High	~~Low~~		-	~~High~~Low		High		-	-	Low	~~Low~~	High		~~High~~-		Low		-		~~Low~~		~~High~~		-		~~Low~~
2009	$	1.69			-			.90		$	1.85				-			1.19		$	2.22				-		1.50	$	2.33		-		.90
2010	$	1.48	-		1.05	$	1.07		-	.40		$	.60		-	.37		$	.95	-			.30
2008	$	3.71			-			2.50		$	3.84				-			2.53		$	3.80				-		2.88	$	3.24		-		.84
2009	$	1.69	-		.90	$	1.85		-	1.19		$	2.22		-	1.50		$	2.33	-			.90

As of ~~March~~ 23December 31, 2010, there were 3,~~274~~225 common shareholders of record.

Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Quarter ended March 31, 2009		-	$	-		-		-
Quarter ended June 30, 2009		-	$	-		-		-
Quarter ended September 30, 2009		4,047,380	$	2.00		4,047,380		-
Quarter ended December 31, 2009		-	$	-		-		-
Total		4,047,380	$	2.00		4,047,380		-

On August 10, 2009 the Company announced the commencement of a tender offer to purchase shares of its common stock. The Company was offering to purchase up to 4,000,000 shares of its common stock at a price of $2.00 per share for a maximum aggregate purchase price of $8,000,000. The tender offer expired at 12:00 midnight, New York City time, on Friday, September 4, 2009. As a result of the tender offer, the Company purchased and retired 4,047,380 shares of its common stock at a purchase price of $2.00 per share, for an aggregate purchase price of $8,094,760. The 4,047,380 shares purchased pursuant to the tender offer are comprised of the 4,000,000 shares the Company offered to purchase and 47,380 shares purchased pursuant to the Company’s right under applicable securities laws to purchase up to an additional 2% of the Company’s outstanding shares without extending the tender offer.

In June 2004, the Company’s Board of Directors authorized management to conduct a buyback of up to 1,000,000 common shares. The authorization to repurchase common shares has no expiration date and the Company has not determined when, or if, the program will be discontinued. Under this authorization, the Company conducted an odd-lot share repurchase program, which offered shareholders who owned a small number of common shares the opportunity to sell their shares without paying a broker’s commission. The Company also benefited under the odd-lot share repurchase program by lowering its administrative costs through the closing of approximately 1,900 shareholder accounts. Under the Board authorization, the Company also allowed other shareholders the opportunity to sell their shares to the Company. No shares were repurchased during the period October 1, 2009 through December 31, 2009.

As described in “Termination of SEC Registration” above, as a result of the Transaction approved by the Company’s stockholders on February 25, 2011, the number of our stockholders of record has been reduced below 300, which will allow us to terminate the registration of our Common Stock under the Exchange Act. We expect to terminate the registration of our Common Stock under the Exchange Act promptly following the filing of this Annual Report on Form 10-K with the SEC. Effective on, and following the termination of the registration of our Common Stock under the Exchange Act, we will no longer be subject to any reporting requirements under the Exchange Act or the rules of the SEC applicable to SEC reporting companies and will be able to eliminate most of the expenses related to the disclosure, reporting and compliance requirements of the Sarbanes-Oxley Act. The cash impact of the transaction was $374,000 in reverse stock split costs, and $142,000 in legal counsel review costs.

Equity Compensation Plan Information

The following table provides information as of December 31, 2010 with respect to shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans, which consist of the (i) 1995 Stock Option and Incentive Plan, (ii) 1995 Non-Employee Director Stock Option Plan, (iii) 2004 Stock Option and Incentive Plan, and (iv) 2004 Non-Employee Director Stock Option Plan, each of which has been approved by the Company’s shareholders.

	(a) Number of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price Of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))

Equity compensation plans approved by security holders	122,500	$	5.58	588,000

Equity compensation plans not approved by security holders	-		-	-

Total	122,500	$	5.58	588,000

Issuance of Common Stock in Settlement of Bonus

During the year ended December 31, 2010 the Company issued 263,065 shares of common stock, valued at $318,000 in settlement of bonuses accrued during 2009 and 2008, as well as stock awards that were granted to employees and consultants in 2010.

Item 6. Selected Financial Data

The selected consolidated financial data for the Company for each of the five (5) fiscal years in the period ended December 31, ~~2009~~2010 are derived from the consolidated financial statements that have been audited. J.H. Cohn LLP, an Independent Registered Public Accounting Firm, has reported upon the consolidated financial statements as of and for the years ended December 31, 2010, 2009, 2008, 2007, ~~2006~~ and ~~2005~~2006.

The following table sets forth the Company’s selected financial data and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

	As of December 31,
	(in thousands)
	2010		2009		2008		2007		2006
Balance Sheet Data at Year-End:
Total assets	$	30,248	$	32,480	$	43,343	$	45,384	$	46,915
Long-term debt		27,443		28,016		27,845		28,952		29,618
Stockholders' equity		91		1,200		11,976		13,136		13,923
Weighted average shares outstanding:
Basic		4,091		6,799		7,924		7,922		7,888
Diluted		4,091		6,799		7,924		7,922		8,015

	As of December 31,
	For the Year Ended December 31,
	(In thousands)
	(In thousands of dollars except per share amounts)
	2009			2008			2007			2006			2005
	2010			2009			2008			2007			2006
Balance Sheet Data at Year-End:
Statement of Operations Data:
Total assets	$	32,480		$	43,343		$	45,384		$	46,915		$	88,915
Revenues	$	8,649		$	8,920		$	9,203		$	9,420		$	8,834
Long-term debt		28,016			27,845			28,952			29,618			33,352
Costs and expenses:
Stockholders' equity		1,200			11,976			13,136			13,923			41,852
Operating expenses		5,679			5,857			5,892			5,863			5,275
Weighted average shares outstanding:
Depreciation		1,125			1,148			1,188			1,368			1,987
Basic		6,799			7,924			7,922			7,888			7,864
General and administrative		1,998			3,865			3,816			3,617			2,475
Diluted		6,799			7,924			7,922			8,015			7,966
Total costs and expenses		8,802			10,870			10,896			10,848			9,737
Dividend and interest income		8			33			415			540			836
Loss on sale of marketable securities					-			(188	)		-			-
Other income		7			3			-			36			7
Interest expense including amortization of deferred financing costs		(1,587	)		(1,708	)		(1,776	)		(1,837	)		(1,811	)
Loss before provision for taxes		(1,725	)		(3,622	)		(3,242	)		(2,689	)		(1,871	)
Income tax benefit		(480	)		(1,110	)		(1,343	)		(1,321	)		(829	)
Loss from continuing operations		(1,245	)		(2,512	)		(1,899	)		(1,368	)		(1,042	)
Discontinued operations - real estate		(240	)		(465	)		214			176			3,212
Discontinued operations - oil and gas		16			218			324			300			115
Net income (loss)	$	(1,469	)	$	(2,759	)	$	(1,361	)	$	(892	)	$	2,285
Basic earnings (loss) per share:
Continuing operations	$	(0.30	)	$	(0.37	)	$	(0.24	)	$	(0.17	)	$	(0.13	)
Discontinued operations		(0.06	)		(0.04	)		0.07			0.06			0.42
Net income (loss) per share	$	(0.36	)	$	(0.41	)	$	(0.17	)	$	(0.11	)	$	0.29
Diluted earnings (loss) per share:
Continuing operations	$	(0.30	)	$	(0.37	)	$	(0.24	)	$	(0.17	)	$	(0.13	)
Discontinued operations		(0.06	)		(0.04	)		0.07			0.06			0.41
Net income (loss) per share	$	(0.36	)	$	(0.41	)	$	(0.17	)	$	(0.11	)	$	0.28

	For the Year Ended December 31,
	(In thousands of dollars except per share amounts)
	2009			2008			2007			2006			2005
Income Statement Data:
Revenues	$	8,920		$	9,203		$	9,420		$	8,834		$	8,186
Costs and expenses:
Operating expenses		5,857			5,892			5,863			5,275			4,708
Depreciation		1,148			1,188			1,368			1,987			1,215
General and administrative		3,865			3,816			3,617			2,475			3,493
Total costs and expenses		10,870			10,896			10,848			9,737			9,416
Dividend and interest income		33			415			540			836			700
Sale of marketable securities		-			(188	)		-			-			134
Sale of real estate related assets		-			-			-			-			675
Other income		3			-			36			7			32
Interest expense including amortization of deferred financing costs		(1,708	)		(1,776	)		(1,837	)		(1,811	)		(1,911	)
Loss before provision for taxes		(3,622	)		(3,242	)		(2,689	)		(1,871	)		(1,600	)
Income tax benefit		(1,110	)		(1,343	)		(1,321	)		(829	)		(1,019	)
Loss from continuing operations		(2,512	)		(1,899	)		(1,368	)		(1,042	)		(581	)
Discontinued operations - real estate		(465	)		214			176			3,212			8,577
Discontinued operations - oil & gas		218			324			300			115			(1,105	)
Net income (loss)	$	(2,759	)	$	(1,361	)	$	(892	)	$	2,285		$	6,891
Basic earnings (loss) per share:
Continuing operations	$	(0.37	)	$	(0.24	)	$	(0.17	)	$	(0.13	)	$	(0.07	)
Discontinued operations		(0.04	)		0.07			0.06			0.42			0.95
Net income (loss) per share	$	(0.41	)	$	(0.17	)	$	(0.11	)	$	0.29		$	0.88
Diluted earnings (loss) per share:
Continuing operations	$	(0.37	)	$	(0.24	)	$	(0.17	)	$	(0.13	)	$	(0.07	)
Discontinued operations		(0.04	)		0.07			0.06			0.41			0.94
Net income (loss) per share	$	(0.41	)	$	(0.17	)	$	(0.11	)	$	0.28		$	0.87

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In ~~2009~~2010, Wilshire primarily engaged in the real estate business. During 2010, 2009, ~~2008~~ and ~~2007,~~ 2008 the Company also conducted activities, including disposing of all remaining oil and gas unclaimed property, and filing vacating of company operations notices to applicable state entities, all related to winding up its oil and gas business which was sold in April 2004.

The real estate business consists of residential and commercial properties in Arizona, New Jersey and Texas. Within this portfolio of properties, certain properties have been designated as being held for sale and have been classified as discontinued operations. Discontinued operations contain properties that may have ~~excellent~~positive cash flow or valuation characteristics but that may be positioned for sale at an optimal valuation or may ~~not~~no belonger infit ainto ~~geographic~~the ~~region~~core investment strategy that is currently being ~~targeted~~pursued by the Company. The following discussion takes an income statement approach and discusses the results of operations first for the properties comprising “continuing operations” and then discusses the discontinued operations.

The assets comprising Wilshire’s oil and gas business were sold in April 2004, effective March 1, 2004. Oil and gas operations for all periods presented in this report have been classified as discontinued operations.

The Company’s activities are reviewed and analyzed in the following discussion, which should be read in conjunction with the financial statements and notes contained in Item 8 of this Annual Report on Form 10-K. Certain statements in this discussion may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Wilshire’s current expectations regarding future results of operations, economic performance, financial condition and achievements of Wilshire, and do not relate strictly to historical or current facts. Wilshire has tried, wherever possible, to identify these forward looking statements by using words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning. Although Wilshire believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to the risks described in Item 1A of this Annual Report.

Critical Accounting Policies

Pursuant to the Securities and Exchange Commission (“SEC”) disclosure guidance for “Critical Accounting Policies,” which are listed below, the SEC defines Critical Accounting Policies as those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods.

Wilshire’s discussion and analysis of its financial condition and results of operations is based upon Wilshire’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Wilshire to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Wilshire bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Impairment of Property and Equipment

On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate properties may be impaired. A property’s value is considered impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company does not believe that at December 31, ~~2009~~2010 or ~~2008~~2009 the value of any of its properties was impaired.

Revenue Recognition

Revenue from real estate properties is recognized during the period in which the premises are occupied and rent is due from tenants. For commercial properties, rental revenue is recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in accounts receivable. For residential properties where lease agreements are almost exclusively for one-year terms, rental revenue is recognized in accordance with the contractual terms of the underlying leases. The Company follows a policy of aggressively pursuing its rental tenants to ensure timely payment of amounts due. When a tenant becomes 30 days in arrears on paying rent, the amount is written-off and turned over to a collection agency for action. Accordingly, no allowance for uncollectible accounts is maintained for the Company’s real estate tenants.

Foreign Operations

The assets and liabilities of Wilshire’s substantially liquidated Canadian subsidiary have been translated at year-end exchange rates. The related revenues and expenses have been translated at average annual exchange rates. Translation gains or losses are included in the Company’s results of operations.

Stock-Based Compensation

Wilshire records stock-based compensation expense at the grant date fair value of the related stock-based award. The Company measures the compensation costs for these shares as of the date of the grant, with subsequent remeasurement for any unvested shares granted to non-employees with such amounts expensed against earnings, at the grant date (for the portion that vest immediately) or ratably over the respective vesting periods. The cost of these grants is amortized over the vesting term. Dividends are paid on the restricted shares as dividends are paid on shares of our common stock whether or not they are vested.

~~Effects of~~ Recent Accounting ~~Pronouncements~~ Standards Updates

In ~~June 2009~~April 2010, the ~~Financial Accounting Standards Board (“~~FASB”) issued anAccounting ~~amendment~~Standard ~~to the~~Update ~~accounting~~‘ASU’ ~~and~~2010-17 ~~disclosure~~related ~~requirements~~to ~~for~~revenue ~~transfers~~recognition ofunder ~~financial~~the ~~assets~~milestone method. ~~This~~ ~~amendment~~The ~~requires~~objective ~~greater~~of ~~transparency~~the ~~and~~accounting ~~additional~~standard ~~disclosures~~update ~~for transfers~~is ofto ~~financial~~provide ~~assets~~guidance ~~and~~on ~~the~~defining ~~entity’s~~a ~~continuing~~milestones ~~involvement with them~~ and ~~changes~~determining ~~the~~when ~~requirements~~it ~~for~~may ~~derecognizing~~be ~~financial~~appropriate ~~assets.~~to Inapply ~~addition, this~~the ~~amendment~~milestones ~~eliminates~~method ~~the~~of ~~concept~~revenue ofrecognition afor ~~qualifying~~research ~~special-purpose~~or ~~entity (“QSPE”)~~development transactions. This ~~amendment~~update is effective ~~for~~on ~~financial~~a ~~statements~~prospective ~~issued~~basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after ~~November~~June 15, ~~2009~~2010. ~~This~~The ~~amendment~~adoption ~~will~~of this standard did not have a ~~material effect~~significant impact on ~~our~~the ~~consolidated~~Company’s ~~financial position,~~ results of operations, cash flows, or ~~liquidity~~ financial position.

In ~~June 2009~~February 2010, the FASB ~~also~~ issued anASU ~~amendment~~2010-09 to ~~the~~amend ~~accounting~~certain recognition and disclosure requirements. ~~for~~Under ~~the~~this ~~consolidation~~update, ofan ~~variable~~entity ~~interest~~that ~~entities~~is either (~~“VIEs”~~1). ~~The elimination~~a ofSecurities ~~the~~and ~~concept~~Exchange ofCommission a(“SEC”) ~~QSPE,~~filer asor ~~discussed~~(2) ~~above,~~a ~~removes~~conduit ~~the~~bond ~~exception from~~obligor ~~applying~~for ~~the~~conduit ~~consolidation~~debt ~~guidance~~securities ~~within~~that ~~this~~are ~~amendment.~~traded ~~This~~in ~~amendment requires~~a anpublic ~~enterprise~~market, tomust ~~perform~~evaluate asubsequent ~~qualitative~~events ~~analysis~~through ~~when~~the ~~determining whether~~date orthe ~~not~~financial itstatements ~~must~~are ~~consolidate a VIE~~issued. All ~~The~~other ~~amendment~~entities ~~also~~are ~~requires~~required ~~an enterprise~~ to ~~continuously~~evaluate ~~reassess~~subsequent ~~whether~~events itthrough ~~must~~the ~~consolidate~~date ~~a VIE. Additionally,~~ the ~~amendment~~financial ~~requires~~statements ~~enhanced~~are ~~disclosures~~available ~~about~~to anbe ~~enterprise’s involvement~~issued. ~~with~~In ~~VIEs~~addition, ~~and~~SEC ~~any~~filers ~~significant~~are ~~change~~not inrequired ~~risk exposure due~~ to ~~that involvement,~~disclose asin ~~well~~their asfinancial ~~how~~statements ~~its~~the ~~involvement~~date ~~with~~through ~~VIEs~~which ~~impacts~~subsequent ~~the~~events ~~enterprise’s financial~~have ~~statements~~been evaluated. ~~Finally~~However, anall ~~enterprise~~other ~~will~~entities, beincluding ~~required~~conduit tobond ~~disclose significant~~obligors, ~~judgments~~must ~~and~~both ~~assumptions~~disclose ~~used~~the todate ~~determine~~and indicate whether orit ~~not to consolidate a VIE. This amendment~~ is ~~effective~~when ~~for~~the financial statements were issued ~~for~~ ~~fiscal~~or ~~years~~were ~~beginning~~available ~~after~~to ~~November~~be ~~15, 2009~~issued. ~~This~~The ~~amendment~~adoption ~~will~~of this standard did not have a ~~material~~significant ~~effect~~impact on ~~our~~the ~~consolidated~~Company’s ~~financial position,~~ results of operations , cash flows or ~~liquidity~~financial position.

In June 2009, the ~~FASB~~Financial ~~issued the FASB~~ Accounting Standards ~~Codification~~Board (“~~Codification” or~~The ~~“ASC~~FASB”) issued an amendment to the accounting and disclosure requirements for transfers of financial assets. ~~The~~This ~~Codification~~amendment ~~has~~requires ~~become~~greater transparency and additional disclosures for transfers of financial assets and the ~~single~~entity’s ~~source~~continuing involvement with them and changes the requirements for ~~all~~derecognizing ~~authoritative Generally~~financial ~~Accepted~~assets. ~~Accounting~~In ~~Principal~~addition, this amendment eliminates the concept of a qualifying special-purpose entity (“~~GAAP~~QSPE”). ~~recognized~~This byamendment ~~the~~is ~~FASB~~effective ~~to be applied~~ for financial statements issued for ~~periods~~fiscal ~~ending~~years beginning after ~~September~~November 15, 2009. The ~~Codification~~adoption ~~does~~of ~~not~~this ~~change~~amendment ~~GAAP~~did ~~and will~~ not have ana material effect on our consolidated financial position, results of operations or liquidity.

In ~~May~~ June 2009, the FASB also issued ~~SFAS~~an ~~No.~~amendment ~~165,~~to ~~Subsequent~~the ~~Events,~~accounting ~~which~~and ~~was~~disclosure ~~primarily codified~~requirements ~~into~~for ~~Topic~~the ~~855~~consolidation –of ~~Subsequent~~variable ~~Events~~interest inentities ~~the ASC~~(“VIEs”). ~~This~~ ~~standard establishes~~The ~~general~~elimination ~~standards~~of ~~for~~the ~~accounting~~concept ~~for~~of ~~and~~a ~~disclosure~~QSPE, ofas ~~events~~discussed ~~that occur~~above, ~~after~~removes the ~~balance~~exception ~~sheet~~from ~~date~~applying ~~but~~the ~~before~~consolidation ~~financial~~guidance ~~statements~~within ~~are~~this ~~issued~~amendment. ~~or are~~This ~~available~~amendment torequires bean ~~issued~~enterprise ~~and~~to ~~shall~~perform bea ~~applied~~qualitative toanalysis ~~subsequent~~when ~~events~~determining whether or not ~~addressed~~ init ~~other~~must ~~applicable~~consolidate ~~accounting~~a ~~principles~~VIE. ~~generally~~The ~~accepted~~amendment inalso ~~the United~~requires ~~States~~an ofenterprise ~~America. ASC~~to ~~Topic~~continuously ~~855,~~reassess ~~among~~whether ~~other~~it ~~things,~~must ~~sets forth~~consolidate ~~the~~a ~~period~~VIE. ~~after~~Additionally, the ~~balance~~amendment ~~sheet~~requires ~~date~~enhanced ~~during~~disclosures ~~which~~about ~~management~~an ~~should evaluate~~enterprise’s ~~events~~involvement orwith ~~transactions~~VIEs ~~that~~and ~~may~~any ~~occur~~significant ~~for~~change ~~potential~~in ~~recognition~~risk ~~or disclosure~~exposure indue ~~the~~to ~~financial~~that ~~statements~~involvement, ~~the~~as ~~circumstances~~well ~~under~~as ~~which~~how anits ~~entity should~~involvement ~~recognize~~with ~~events~~VIEs orimpacts ~~transactions~~the ~~occurring~~enterprise’s ~~after~~financial ~~the~~statements. ~~balance~~Finally, ~~sheet~~an ~~date in~~enterprise ~~its~~will ~~financial~~be ~~statements~~required ~~and~~to ~~the~~disclose ~~disclosures~~significant anjudgments ~~entity~~and ~~should~~assumptions ~~make~~used ~~about events~~to ordetermine ~~transactions~~whether ~~that~~or ~~occurred~~not ~~after~~to ~~the~~consolidate ~~balance~~a ~~sheet date~~VIE. ~~ASC~~ ~~Topic~~This ~~855~~amendment is effective for ~~the~~financial statements issued for fiscal ~~quarter~~years ~~ended~~beginning ~~June 30~~after November 15, 2009. The ~~Company’s~~ adoption of ~~ASC~~this ~~Topic~~amendment ~~855~~ did not have a material ~~impact~~effect on ~~the~~our ~~interim or annual~~ consolidated financial ~~statements~~position, ~~or the~~results ~~disclosures~~of inoperations ~~those~~or ~~financial statements~~liquidity.

In ~~April~~ June 2009, the FASB issued ~~FSP SFAS 157-4, Determining Fair Value When~~ the ~~Volume~~FASB ~~and Level~~Accounting ofStandards ~~Activity~~Codification ~~for~~(“Codification” ~~the Asset~~ or ~~Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which was primarily codified into~~ “ASC ~~82-10-65-4~~”). ~~ASC~~ ~~82-10-65-4~~The ~~provides~~Codification ~~additional~~has ~~guidance~~become ~~for estimating fair value when~~ the ~~volume~~single ~~and~~source ~~level of activity~~ for ~~the~~all ~~asset~~authoritative ~~or liability~~Generally ~~have~~Accepted ~~significantly~~Accounting ~~decreased,~~Principal and re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept. The scope of this pronouncement does not include assets and liabilities measured under Level 1 inputs (~~quoted prices in active markets for identical assets~~“GAAP”)~~. ASC~~ ~~82-10-65-4~~recognized isby ~~applied~~the ~~prospectively~~FASB to ~~all fair~~be ~~value~~applied ~~measurements~~for ~~where~~financial ~~appropriate~~statements ~~and~~issued ~~is effective~~ for ~~the Company’s interim and annual~~ periods ~~beginning~~ending inafter ~~the~~September ~~second~~15, ~~quarter of fiscal year~~ 2009. The ~~Company’s~~Codification ~~adoption~~did ofnot ~~ASC~~change ~~82-10-65-4~~GAAP and did not have ~~a material~~an ~~impact~~effect on ~~the~~our consolidated financial ~~statements~~position, results of operations or liquidity.

In ~~April~~ ~~2008~~May 2009, the FASB issued ~~FASB~~SFAS ~~Staff~~No. ~~Position FAS 142-3~~165, ~~Determination~~“Subsequent ~~of Useful Life of Intangible Assets~~Events”, which was primarily codified into ~~ASC~~ Topic ~~350~~ 855 – ~~Intangibles~~Subsequent Events in the ASC. This ~~guidance~~standard ~~amends~~establishes ~~the~~general ~~factors~~standards ~~that~~for ~~should be~~accounting ~~considered~~for inand ~~developing~~disclosure of events that occur after the ~~renewal~~balance sheet date but before financial statements are issued or ~~extension~~are ~~assumptions~~available ~~used~~to be issued and shall be applied to ~~determine~~ ~~the~~subsequent ~~useful~~events ~~life~~not ofaddressed ain ~~recognized~~other ~~intangible~~applicable ~~asset~~accounting ~~and~~principles ~~requires~~generally ~~enhanced related~~accepted ~~disclosures~~in the United States of America. ASC Topic ~~350~~855, ~~also~~among ~~requires~~other ~~expanded~~things, ~~disclosure related~~sets toforth the ~~determination~~period ofafter ~~intangible~~the ~~asset~~balance ~~useful~~sheet ~~lives.~~date ~~This~~during ~~guidance~~which ~~is effective~~management should evaluate events or transactions that may occur for ~~fiscal~~potential ~~years~~recognition ~~beginning~~or ~~after~~disclosure ~~December~~in 15the financial statements, ~~2008.~~the ~~Earlier~~circumstances ~~adoption is~~under ~~not~~which ~~permitted~~an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. ASC Topic 855 was effective for the fiscal quarter ended June 30, 2009. The Company’s adoption of ASC Topic ~~350~~855 did not have a material impact on the ~~Company’s~~interim or annual consolidated financial statements or the disclosures in those financial statements.

InAccounting ~~March 2008,~~Standard ~~the~~Updates ~~FASB~~Recently ~~issued~~Issued ~~SFAS No. 161, Disclosures about Derivative Instruments~~ and ~~Hedging~~Not ~~Activities,~~Yet an amendment of FASB Statement No. 133, which was primarily codified into ASC Topic 815 – Derivatives and Hedging. ASC Topic 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. ASC Topic 815 was effective beginning January 1, 2009. The Company does not have any derivative instruments or utilize any hedging activities and therefore, ASC Topic 815 is not applicable to the Company at this time.Effective

In ~~December~~ ~~2007~~March 2011, ~~the~~accounting ~~FASB~~standards ~~issued~~update ~~SFAS~~on ~~No.~~“Troubled ~~141-R,~~Debt ~~Business~~Restructuring” ~~Combinations,~~was ~~which~~issued. ~~was primarily~~The ~~codified~~update ~~into~~clarified ~~ASC~~which ~~Topic~~loan ~~805~~modifications –constitute ~~Business~~troubled ~~Combinations~~debt restructurings. ~~This guidance~~ ~~changes~~It ~~the~~is ~~accounting~~intended ~~for~~to ~~acquisitions~~assist ~~specifically~~creditors ~~eliminating~~in ~~the step~~determining ~~acquisition~~whether ~~model,~~a ~~changing~~modification of the ~~recognition~~terms of ~~contingent~~a ~~consideration from~~receivable ~~being~~meets ~~recognized~~the ~~when~~criteria ~~it is probable~~ to ~~being~~be ~~recognized~~considered ata ~~the~~troubled ~~time~~debt ~~of acquisition~~restructuring, ~~disallowing~~both ~~the~~for ~~capitalization~~purposes of ~~transaction~~recording ~~costs~~an ~~and~~impairment ~~changes when~~loss ~~restructurings~~and ~~related~~for todisclosure ~~acquisition~~of ~~can~~troubled bedebt ~~recognized~~restructuring. ~~The standard~~ isIn ~~effective~~evaluating ~~for~~whether ~~fiscal~~a ~~years~~restructuring ~~beginning~~constitutes ona ortroubled ~~after~~debt ~~December 15~~restructuring, ~~2008 and~~a ~~will~~creditor ~~only~~must ~~impact~~separately conclude that both of the ~~accounting~~following ~~for~~exist: ~~acquisitions~~(a) ~~that~~the ~~are~~restructuring ~~made~~constitutes ~~after adoption~~a concession; and (b) the debtor is experiencing financial difficulties. ~~The~~ ~~Company~~For ~~believes~~public companies, the ~~adoption~~new ofguidance ~~ASC~~is ~~Topic~~effective ~~805~~for ~~will~~interim ~~not have~~and anannual ~~effect~~periods beginning on ~~the~~or after June 15, 2011. The Company’s ~~consolidated~~does ~~financial~~not ~~position~~believe orthat ~~results~~this ~~of operations~~new aspronouncement ~~there~~will ~~are~~have noa ~~current~~material ~~acquisitions~~impact ~~being~~on ~~contemplated~~its operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51, which was primarily codified into ASC Topic 810 – Consolidation Noncontrolling Interest. ASC Topic 810 is effective for fiscal years beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the Company’s equity. The amount of net income attributable to the noncontrolling interest will be included in the consolidated net income on the face of the consolidated income statement. It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of ASC Topic 805. ASC Topic 810 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company believes the adoption of ASC Topic 810 will not have an effect on the Company’s consolidated financial position or results of operations as there are no non-controlling interests.

Results of Operations

The following table presents the increases (decreases) in each major statement of ~~income~~ operations category for the year ended December 31, ~~2009~~2010 (“~~2009~~2010”) compared with the year ended December 31, ~~2008~~2009 (“~~2008~~2009”) and ~~2008~~2009 compared with the year ended December 31, ~~2007~~2008 (“~~2007~~2008”).

	Increase (Decrease) in Consolidated Statements
	of Operations Categories for the Periods:
	2009 v. 2008								2008 v. 2007
	2010 v. 2009						2009 v. 2008
	Amount ($)			%	%		Amount ($)		~~Amount ($)~~	%			%
Revenues	$	(~~283~~271,000)	)		(3.0)	~~(3.1~~%	)%$	(283,000)	$	~~(217,000~~	)(3.1	)%		~~(2.3~~	)%
Costs and expenses:
Operating expenses		(35178,000)	)		(3.0)	~~(0.6~~%	)%	(35,000	)	~~29,000~~	(0.6	)%		~~0.5~~	%
Depreciation and amortization		(4023,000)	)		(2.0)	~~(3.4~~%	)%	(40,000	)	~~(180,000~~	)(3.4	)%		~~(13.2~~	)%
General and administrative		49(1,867,000)			(48.3)	~~1.3~~%	%	49,000		~~199,000~~	1.3	%		~~5.5~~	%
Total costs and expenses		(262,068,000)	)		(19.0)	~~(0.2~~%	)%	(26,000	)	~~48,000~~	(0.2	)%		~~0.4~~	%
Loss from Operations		(257,000	)			15.2	%			(265,000	)			18.6	%
Income (Loss) from Operations		1,797,000			92.1	%		(257,000	)		(15.2	) %
Other Income
Other Income (Loss)
Dividend and interest income		(~~382~~25,000)	)		(75.8)	~~(92.0~~%	)%	(382,000	)	~~(125,000~~	)(92.0	)%		~~(23.1~~	)%
Loss on sale of marketable securities		~~188,000~~				~~(100.0~~	)%	188,000		~~(188,000~~	)100.0	%		-
Other income		34,000			133.3	~~100.0~~%	%	3,000		~~(36,000~~	)100.0	%		~~(100.0~~	)%
Interest expense		68121,000			7.1	~~(3.8~~%	)%	68,000		~~61,000~~	3.8	%		~~(3.3~~	)%
Loss before benefit for taxes		(380,000	)			11.7	%			(553,000	)			20.6	%
Income (Loss) before benefit for taxes		1,897,000			52.4	%		(380,000	)		(11.7	)%
Income tax benefit		~~233~~630,000			56.8	~~(17.3~~%	)%	233,000		~~(22,000~~	)17.3	%		~~1.7~~	%
Loss from continuing operations		(613,000	)			32.3	%			(531,000	)			38.8	%
Income (Loss) from continuing operations		1,267,000			50.4	%		(613,000	)		( 32.3	)%
Discontinued operations - real estate
Loss from operations		~~127~~225,000			48.4	~~(21.5~~%	)%	127,000		~~(80,000~~	)21.5	%		~~15.6~~	%
Gain from sales		~~(806,000~~	)			~~(100.0~~	)%	(806,000	)	~~118,000~~	(100.0	)%		~~17.2~~	%
Discontinued operations - oil & gas
Discontinued operations - oil and gas
Loss from operations		(106,000	)			(32.7	)%			24,000				8.0	%
Income from operations		(202,000)			(92.7)	%		(106,000	)		(32.7	)%
Net loss	$	(1,398,000	)			(102.7	)%		$	(469,000	)			(52.6	)%
Income Net (loss)	$	1,290,000			46.7	%	$	(1,398,000	)		(102.7	)%
Basic earnings (loss) per share:
Loss from continuing operations	$	(0.1307	)		18.9	~~54.2~~%	%$	(0.13	$)	~~(0.07~~	)(54.2	)%		~~41.2~~	%
Income from discontinued operations		(0.1102)	)		(50.0)	~~(157.1~~%	)%	(0.11	)	~~0.01~~	(157.1	)%		~~16.7~~	%
Net income (loss) applicable to common stockholders	$	(0.2405	)		12.2	~~141.2~~%	%$	(0.24	$)	~~(0.06~~	)(141.2	)%		~~54.5~~	%
Diluted earnings (loss) per share:
Loss from continuing operations	$	(0.1307	)		81.1	~~54.2~~%	%$	(0.13	$)	~~(0.07~~	)(54.2	)%		~~41.2~~	%
Income from discontinued operations		(0.1102)	)		(50.0)	~~(157.1~~%	)%	(0.11	)	~~0.01~~	(157.1	)%		~~16.7~~	%
Net income (loss) applicable to common stockholders	$	(0.2405	)		84.9	~~141.2~~%	%$	(0.24	$)	~~(0.06~~	)(141.2	)%		~~54.5~~	%

Results of Operations - For the year ended December 31, 2010 as compared to the year ended December 31, 2009

Overview

Net loss for the year ended December 31, 2010 was $1,469,000 or $(0.36) per basic and diluted share, a decrease of $1,290,000 from a net loss of $2,759,000 or $(0.41) per basic and diluted share for the year ended December 31, 2009. Results of operations are shown as continuing and discontinued, with discontinued operations comprised of the results of operations from the Company’s oil and gas businesses, the results of the sale of the oil and gas properties, the operating results from real estate properties held for sale and the gain from real estate properties held for sale that were sold during the year.

Continuing Operations:

Loss from continuing operations was $1,245,000 during 2010 as compared to a loss of $2,512,000 during 2009. Results per basic and diluted share from continuing operations were $(0.30) for the year ended December 31, 2010 as compared to $(0.37) per basic and diluted share during 2009. The decrease in loss from continuing operations during 2010 as compared to 2009 primarily relates to a decrease in general and administrative expense of $1,867,000, and tax a benefit of $480,000 during the year ended December 31, 2010.

Segment Information

Wilshire presently conducts business in the residential (including condominiums that it owns and rents) and commercial real estate segments. The following table sets forth comparative data for Wilshire’s real estate segments in continuing operations:

	Residential Real Estate								Commercial Real Estate								Total						Total
	Year ended				Increase				Year ended								Year ended
	December 31,				(Decrease)				December 31,				Decrease				December 31,						Decrease
	2010		2009		$		%		2010		2009		$		%		2010				2009		$				%
	(In 000's of $)								(In 000's of $)								(In 000's of $)

Total revenues	$	7,596	$	7,663	$	(67)		(.09%)	$	1,053	$	1,257	$	(204)		(16.2)%	$	8,649			$	8,920	$	(271)				(3.0)%

Operating expenses		4,977		5,143		(166)		(3.2)%		702		714		(12)		(1.6)%		5,679				5,857		(178)				(3.0)%

Net operating income	$	2,619	$	2,520	$	99		3.9%	$	351	$	543	$	(192)		(35.3)%	$	2,970			$	3,063	$	(93)				(3.0)%
Reconciliation to consolidated loss from continuing operations:

Net operating income																			$	2,970					$	3,063
Depreciation																				(1,125)						(1,148			)
General and administrative expense																				(1,998)						(3,865			)
Other income																				15						36
Interest expense																				(1,587)						(1,708			)
Income tax benefit																				480						1,110
Loss from continuing operations																			$	(1,245)					$	(2,512			)

The above table details the comparative net operating income (“NOI”) for Wilshire’s residential and commercial real estate segments, and reconciles the combined NOI to consolidated loss from continuing operations. NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but exclude depreciation and interest expense. Wilshire assesses and measures segment operating results based on NOI, which is a direct measure of each property’s contribution to the results of the Company before considering revenues from treasury activities, overhead expenses and other costs that are not directly related to the performance of a property. The Company believes NOI is a more descriptive measure of the Company’s performance than loss from continuing operations. NOI is not a measure of operating results or cash flow as measured by accounting principles generally accepted in the United States of America and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Revenues from rental properties amounted to $8,649,000 in 2010, a decrease of $271,000 from $8,920,000.

Residential Segment

The residential segment is comprised of Sunrise Ridge Apartments and Van Buren Apartments, both in Arizona, Wellington Estates and Summercreek Apartments, both in Texas, and Alpine Village Apartments in New Jersey. During 2010, NOI increased by $99,000 to $2,619,000 as a result of a decrease in revenues of $67,000 to $7,596,000 which was offset by a decrease in operating expenses of $166,000 to $4,977,000.

The decrease in revenues is due to a $115,000 decline in Texas and New Jersey, offset by a $48,000 increase revenue in Arizona due to positive vacancy absorption in the Tucson sub – market.

The decrease in operating expenses was primarily attributable to a focused effort by the Company to reduce costs, coupled with overall economic conditions that allowed for more competitive bidding of services and diminished requirement for “make ready” apartment preparation.

Commercial Segment

The commercial segment is comprised of Red Mountain Professional Plaza in Mesa, Arizona and Tempe Corporate Center in Tempe, Arizona. During 2010, NOI decreased $192,000 to $351,000, primarily due to a decrease in revenues of $204,000 to $1,053,000 and a slight decrease in operating expenses of $12,000 to $702,000. The revenue decrease was attributable to a $39,000 decrease in revenue at Red Mountain Professional Plaza (Arizona) and a $165,000 decrease at Tempe Corporate Center (Arizona). The decrease in revenue is directly related to increased market vacancy levels throughout the Phoenix commercial sub-market during part of 2010 as compared to 2009, as well as the impact of reduced tenant commercial space demands.

Revenues

	Years Ended December 31,				Increase
Residential Properties:	2010		2009		(Decrease)
Sunrise Ridge, Arizona	$	2,607,000	$	2,568,000	$	39,000
Van Buren Apartments, Arizona		689,000		680,000		9,000
Wellington Estates, Texas		1,823,000		1,824,000		(1,000	)
Alpine Village, New Jersey		1,324,000		1,416,000		(92,000	)
Summercreek, Texas		1,153,000		1,175,000		(22,000	)
Sub-total - Residential Properties		7,596,000		7,663,000		(67,000	)

Commercial Properties:
Red Mountain Plaza, Arizona		425,000		464,000		(39,000	)
Tempe Corporate Center, Arizona		628,000		793,000		(165,000	)
Sub-total- Commercial Properties		1,053,000		1,257,000		(204,000	)

Total Revenues	$	8,649,000	$	8,920,000	$	(271,000	)

Operating Expenses

	Years Ended December 31,				Increase
Residential Properties:	2010		2009		(Decrease)
Sunrise Ridge, Arizona	$	1,484,000	$	1,597,000	$	(113,000	)
Van Buren Apartments, Arizona		427,000		468,000		(41,000	)
Wellington Estates, Texas		1,299,000		1,283,000		16,000
Alpine Village, New Jersey		917,000		915,000		2,000
Summercreek, Texas		850,000		880,000		(30,000	)
Sub-total - Residential Properties		4,977,000		5,143,000		(166,000	)

Commercial Properties:
Red Mountain Plaza, Arizona		387,000		308,000		79,000
Tempe Corporate Center, Arizona		315,000		406,000		(91,000	)
Sub-total- Commercial Properties		702,000		714,000		(12,000	)

Total Operating Expenses	$	5,679,000	$	5,857,000	$	(178,000	)

Operating expenses were $5,679,000 in 2010, which is a decrease of $178,000 compared to $5,857,000 during 2009. The overall decrease in operating expenses during 2010 was primarily related to a focused effort of greater cost controls coupled with overall economic conditions allowing for more competitive bidding and reduced “make ready” apartment turns throughout the Company’s real estate portfolio.

Depreciation and amortization expense amounted to $1,125,000 in 2010, a decrease of $23,000 as compared to $1,148,000 during 2009. The decrease relates to fully depreciated assets in 2010.

General and administrative expense decreased $1,867,000, to $1,998,000 in 2010 as compared to $3,865,000 during 2009. The decrease in general and administrative expense is primarily attributable to the following significant reductions in 2010 expenses: reduced office rent of $38,000 due to the relocation to East Hanover in September 2010; reduction of outside consulting costs related to the 2009 completed issuer tender offer of $111,000; reduced legal fees of $628,000 primarily related to the completed issuer tender offer in 2009; $262,000 less accounting, tax and Sarbanes Oxley fees in 2010 and $637,000 less payroll and payroll related costs associated with the additional salary and severance accrual in December 2009 for the Company’s President and Chief Operating Officer combined with the vacancy in the Vice President of Operations position during the second half of 2010.

Other income decreased by $21,000 to $15,000 in 2010 as compared to $36,000 in 2009. The decrease primarily relates to a decline in interest and dividend income as a result of the completed issuer tender offer in September 2009.

Interest expense decreased to $1,587,000 in 2010 from $1,708,000 during 2009. The decrease primarily relates to the reduction in the Company’s mortgage liability and the refinancing of the mortgage on Summercreek in May 2009.

The provision for income taxes amounted to a tax benefit of $480,000 in 2010 compared to a tax benefit of $1,110,000 during 2009. The change in the provision for income taxes is related to the level of loss from continuing operations in 2010 compared to 2009 and the recording of a valuation allowance related to the utilization of certain state net operating losses during 2009.

Discontinued Operations, Net of Taxes:

Real Estate

Discontinued operations amounted to an after tax loss from operations of $240,000 during 2010 as compared to an after tax loss from operations of $465,000 during 2009 due to strict cost controls at the properties.

Oil and Gas

The Company announced in July 2003 its intention to sell its oil and gas businesses. The Canadian oil and gas business was sold in April 2004 to Addison Energy Inc., a wholly owned subsidiary of Exco Resources, Inc., for $15 million in gross proceeds. The United States oil and gas business was sold in April 2004 to Crow Creek Energy LLC a Tulsa, Oklahoma based privately- held portfolio company of Natural Gas Partners of Dallas, Texas, for $13.3 million in gross proceeds. During 2010, the Company recognized after-tax income from the wind down of its former oil and gas business of $16,000 as compared to $218,000 during 2009. The net income from the wind down of the oil and gas business during 2010 and 2009 relates to a foreign currency gain and interest income during those years. The Company completed the wind down of its Canadian subsidiary during the first quarter of 2010.

Results of Operations - For the year ended December 31, 2009 as compared to the year ended December 31, 2008

Overview

Net loss for the year ended December 31, 2009 was $2,759,000 or $0.41 per basic and diluted share, an increase of $1,398,000 from a net loss of $1,361,000 or $0.17 per basic and diluted share for the year ended December 31, 2008. Results of operations are shown as continuing and discontinued, with discontinued operations comprised of the results of operations from the Company’s oil and gas businesses, the results of the sale of the oil and gas properties, the operating results from real estate properties held for sale and the gain from real estate properties held for sale that were sold during the year.

Continuing Operations:

Loss from continuing operations was $2,512,000 during 2009 as compared to a loss of $1,899,000 during 2008. Results per basic and diluted share from continuing operations were $(0.37) for the year ended December 31, 2009 as compared to $(0.24) per basic and diluted share during 2008. The increased loss from continuing operations during 2009 as compared to 2008 primarily relates to a decrease in revenue of $283,000, an increase in general and administrative expense of $49,000, and a decrease in dividend and interest income of $382,000 offset by a reduction in interest expense of $68,000 during the year end December 31, 2009 and the loss on sale of marketable securities of $188,000 during 2008.

Reported loss from continuing operations in 2009 compared with 2008 reflects an increased loss from operations (defined as revenues reduced by operating expenses, depreciation and general and administrative expenses), that was partially offset by the other factors described herein. These factors are discussed below.

Segment Information

	Residential Real Estate											Commercial Real Estate				~~Commercial Real Estate~~								Total								~~Total~~		Total						~~Total~~
	Year ended											Year ended				~~Year ended~~		Increase						~~Increase~~Year ended								~~Year ended~~
	December 31,					Decrease		~~Decrease~~				December 31,				~~December 31,~~		(Decrease)						~~(Decrease)~~December 31,								~~December 31,~~		Decrease						~~Decrease~~
	2009		2008	~~2008~~		$		$	%			%2009			2008	~~2009~~		$		~~2008~~	%			$2009				%		2008		~~2009~~		$		~~2008~~			%	$			%
	(In 000's of $)											(In 000's of $)				~~(In 000's of $)~~								(In 000's of $)								~~(In 000's of $)~~
Total revenues	$	7,663	$	$7,770	~~7,770~~	$	(107)	$	~~(107~~	(1.4)	%	$	(1.4,257	~~) %~~	$	$1,433	~~1,257~~	$	(176)	$	~~1,433~~	(12.3)	%	$	~~(176~~	)8,920			~~(12.3~~	)%$	9,203	$	~~8,920~~	$	(283)	$	~~9,203~~			$(3.1)	~~(283~~	)%		~~(3.1~~	)%
Operating expenses		5,143		5,192	~~5,192~~		(49)		~~(49~~	(0.9)	%		~~(0.9~~714	~~) %~~		700	~~714~~		14		~~700~~	2.0	%		14	5,857			~~2.0~~	%	5,892		~~5,857~~		(35)		~~5,892~~			(0.6)	~~(35~~	)%		~~(0.6~~	)%
Net operating income	$	2,520	$	$2,578	~~2,578~~	$	(58	$)	~~(58~~	(2.2)	%	$	~~(2.2~~543	~~) %~~	$	$733	~~543~~	$	(190	$)	~~733~~	(25.9)	%	$	~~(190~~	)3,063			~~(25.9~~	)%$	3,311	$	~~3,063~~	$	(248	$	~~3,311~~	)		$(7.5)	~~(248~~	)%		~~(7.5~~	)%
Reconciliation to consolidated loss from continuing operations:
Net operating income																											$	3,063								$	3,311
Depreciation expense																												(1,148)									(1,188				)
General and administrative expense																												(3,865)									(3,816				)
Other income																												36									227
Interest expense																												(1,708)									(1,776				)
Income tax benefit																												1,110									1,343
Loss from continuing operations																											$	(2,512)								$	(1,899				)

Reconciliation to consolidated loss from continuing operations:

Net operating income	$	3,063		$	3,311
Depreciation and amortization expense		(1,148	)		(1,188	)
General and administrative expense		(3,865	)		(3,816	)
Other income		36			227
Interest expense		(1,708	)		(1,776	)
Income tax benefit		1,110			1,343
Loss from continuing operations	$	(2,512	)	$	(1,899	)

Residential Segment

The residential segment is comprised of Sunrise Ridge Apartments and Van Buren Apartments, both in Arizona,; Wellington Estates and Summercreek Apartments, both in Texas,; and Alpine Village Apartments in New Jersey. During 2009, NOI decreased by $58,000 or 2.2% to $2,520,000 as a result of a decrease in revenues of $107,000 or 1.4% to $7,663,000 which was partially offset by a decrease in operating expenses of $49,000 or .9% to $5,143,000.

The decrease in revenues primarily relates to increased vacancy rates at the Company’s Sunrise Ridge apartment complex. Through successful marketing efforts at the New Jersey property, the Company has seen an increase in occupancy which partially offset the decreased revenues.

The decrease in operating expenses was primarily attributable to reduced insurance costs as a result of effective risk management control at the properties and the implementation of greater cost controls at the Company’s Arizona and Texas apartment complexes.

Commercial Segment

The commercial segment is comprised of ~~Royal~~Red ~~Mall~~Mountain ~~Plaza~~ in Mesa, Arizona and Tempe Corporate Center in Tempe, Arizona. During 2009, NOI decreased $190,000 or 25.9% to $543,000, primarily due to a decrease in revenues of $176,000 or 12.3% to $1,257,000 and a slight increase in operating expenses of $14,000 or 2.0% to $714,000. The revenue decrease was attributable to a $113,000 decrease in revenue at ~~Royal~~Red ~~Mall~~Mountain (Arizona) and a $63,000 decrease at Tempe Corporate Center (Arizona). The decrease in revenue is directly related to increased vacancy levels during part of 2009 as compared to 2008, as well as the impact of tenant space reductions.

Revenues

	Years Ended December 31,				Increase
	2009		2008		(Decrease)
Residential Properties:	2009		2008		(Decrease)
Sunrise Ridge, Arizona	$	2,568,000	$	2,732,000	$	(164,000	)
Van Buren Apartments, Arizona		680,000		655,000		25,000
Wellington Estates, Texas		1,824,000		1,825,000		(1,000	)
Alpine Village, New Jersey		1,416,000		1,394,000		22,000
Summercreek, Texas		1,175,000		1,164,000		11,000
Sub-total - Residential Properties		7,663,000		7,770,000		(107,000	)
Royal Mall Plaza, Arizona		464,000		577,000		(113,000	)
Commercial Properties:
Red Mountain Professional Plaza, Arizona		464,000		577,000		(113,000	)
Tempe Corporate Center, Arizona		793,000		856,000		(63,000	)
Sub-total- Commercial Properties		1,257,000		1,433,000		(176,000	)
Total Revenues	$	8,920,000	$	9,203,000	$	(283,000	)

Revenues from rental properties amounted to $8,920,000 in 2009, a decrease of $283,000 or 3.1%, from $9,203,000 in 2008. The decrease during 2009 is primarily attributable to Sunrise Ridge Apartments, which had a decrease in rental revenues of $164,000 or 6.0%, Red Mountain, which had a decrease in rental income of $113,000 or 19.6% and Tempe Corporate Center which had a decrease in rental income of $63,000 or 7.4% which was partially offset by increased rental income at Van Buren Apartments which experienced a $25,000 increase in rental income of $11,000 or 0.9%.

Revenues from rental properties amounted to $8,920,000 in 2009, a decrease of $283,000 or 3.1%, from $9,203,000 in 2008. The decrease during 2009 is attributable to Sunrise Ridge Apartments, which had a decrease in rental revenues of $164,000 or 6.0%, Royal Mall Plaza, which had a decrease in rental income of $113,000 or 19.6% and Tempe Corporate Center which had a decrease in rental income of $63,000 or 7.4%, which was partially offset by increased rental income at Van Buren Apartments which experienced a $25,000 increase in rental income or 3.8%, Alpine Village which experienced a $22~~,000 increase in rental income or 1.6%, and Summercreek, which had an increase in rental income of $11,000 or 0.9%.~~

Operating Expenses

	Years Ended December 31,				Increase
	2009		2008		(Decrease)
Sunrise Ridge, Arizona	$	1,597,000	$	1,619,000	$	(22,000	)
Van Buren Apartments, Arizona		468,000		433,000		35,000
Wellington Estates, Texas		1,283,000		1,316,000		(33,000	)
Alpine Village, New Jersey		915,000		927,000		(12,000	)
Summercreek, Texas		880,000		897,000		(17,000	)
Sub-total - Residential Properties		5,143,000		5,192,000		(49,000	)
Royal Mall Plaza, Arizona		308,000		301,000		7,000
Red Mountain Professional Plaza, Arizona		308,000		301,000		7,000
Tempe Corporate Center, Arizona		406,000		399,000		7,000
Sub-total- Commercial Properties		714,000		700,000		14,000
Sub-total - Commercial Properties		714,000		700,000		14,000
Total Operating Expenses	$	5,857,000	$	5,892,000	$	(35,000	)

Operating expenses were $5,857,000 in 2009, which is a decrease of $35,000 or 0.6% as compared to $5,892,000 during 2008. The overall decrease in operating expenses during 2009 was primarily related to reduced insurance costs at our residential properties.

Depreciation and amortization expense amounted to $1,148,000 in 2009, a decrease of $40,000 or 3.4% as compared to $1,188,000 during 2008. The decrease relates to fully depreciated assets in 2009.

General and administrative expense increased $49,000, or 1.3%, to $3,865,000 in 2009 as compared to $3,816,000 during 2008. The increase in general and administrative expense is primarily attributable to the increased payroll and payroll related costs, which is partially associated with the appointment of the Company’s new President and Chief Operating Officer in January 2009, an increase in payroll taxes associated with the additional salary and ~~the~~ recording of a severance accrual in December 2009 in connection with the resignation of such individual, all of which amount to $507,000, an increase in shareholder reports and solicitations primarily related to the Company’s annual meeting and completed issuer tender offer of $326,000, which was partially offset by a decrease in accounting fees of $213,000, legal fees of $198,000 and consulting fees of $288,000 which were incurred in connection with the proposed merger during the 2008 period.

Other income decreased by $191,000 to $36,000 in 2009 as compared to $227,000 in 2008. The decrease primarily relates to a decline in interest and dividend income as a result of the declining interest rates during 2009 and the completed issuer tender offer in September 2009.

Interest expense decreased to $1,708,000 in 2009 from $1,776,000 during 2008. The decrease primarily relates to the reduction in the Company’s mortgage liability and the refinancing of the mortgage on Summercreek in May 2009.

The provision for income taxes amounted to a tax benefit of $1,110,000 in 2009 compared to a tax benefit of $1,343,000 during 2008. The change in the provision for income taxes is related to the level of loss from continuing operations in 2009 compared to 2008 and the recording of a valuation allowance related to the utilization of certain state net operating losses during 2009.

Discontinued Operations, Net of Taxes:

Real Estate

Discontinued operations amounted to an after tax loss from operations of $465,000 during 2009 as compared to an after tax loss from operations of $592,000 during 2008. The after tax loss during 2008 was offset by a gain on sale of properties of $806,000 for net income from discontinued operations of $214,000. The gain on the sale of properties during the 2008 period reflects the sales of two condominium units at Jefferson Gardens and the sale of the Tamarac Office Plaza resulting in gross proceeds of $2.3 million and an after tax gain of $806,000.

Oil and Gas

The Company announced in July 2003 its intention to sell its oil and gas businesses. The Canadian oil and gas business was sold in April 2004 to Addison Energy Inc., a wholly owned subsidiary of Exco Resources, Inc., for $15 million in gross proceeds. The United States oil and gas business was sold in April 2004 to Crow Creek Energy LLC, a Tulsa, Oklahoma based privately held portfolio company of Natural Gas Partners of Dallas, Texas, for $13.3 million in gross proceeds. During 2009, the Company recognized after-tax income from the wind down of its former oil and gas business, of $218,000 as compared to $324,000 during 2008. The net income from the wind down of the oil and gas business during 2009 and 2008 relates to a foreign currency gain and interest income during those years.

Results of Operations - For the year ended December 31, 2008 as compared to the year ended December 31, 2007

Overview

Net loss for the year ended December 31, 2008 was $1,361,000 or $0.17 per basic and diluted share, an increase of $469,000 from a net loss of $892,000 or $0.11 per basic and diluted share for the year ended December 31, 2007. Results of operations are shown as continuing and discontinued, with discontinued operations comprised of the results of operations from the Company’s oil and gas businesses, the results of the sale of the oil and gas properties, the operating results from real estate properties held for sale and the gain from real estate properties held for sale that were sold during the year.

Continuing Operations:

Loss from continuing operations was $1,899,000 during 2008 as compared to a loss of $1,368,000 during 2007. Results per basic and diluted share from continuing operations were $(0.24) for the year ended December 31, 2008 as compared to $(0.17) per basic and diluted share during 2007. The increased loss from continuing operations during 2008 as compared to 2007 primarily relates to an increase in general and administrative expense of $199,000, a decrease in dividend and interest income of $125,000 and a loss on the sale of marketable securities of $188,000 during the year end December 31, 2008.

Reported loss from continuing operations in 2008 compared with 2007 reflects an increased loss from operations (defined as revenues reduced by operating expenses, depreciation and general and administrative expenses), that was partially offset by the other factors described herein. These factors are discussed below.

Segment Information

	Residential Real Estate										Commercial Real Estate										Total				Total
	Year ended				Increase						Year ended				Increase						Year ended				Increase
	December 31,				(Decrease)						December 31,				(Decrease)						December 31,				(Decrease)
	2008		2007		$			%			2008		2007		$			%			2008		2007		$			%
	(In 000's of $)										(In 000's of $)										(In 000's of $)
Total revenues	$	7,770	$	7,765	$	5			0.1	%	$	1,433	$	1,655	$	(222	)		(13.4	)%	$	9,203	$	9,420	$	(217	)		(2.3	)%
Operating expenses		5,192		5,174		18			0.3	%		700		689		11			1.6	%		5,892		5,863		29			0.5	%
Net operating income	$	2,578	$	2,591	$	(13	)		(.0.5	)%	$	733	$	966	$	(233	)		(24.1	)%	$	3,311	$	3,557	$	(246	)		(6.9	)%

Reconciliation to consolidated loss from continuing operations:

Net operating income	$	3,311		$	3,557
Depreciation expense		(1,188	)		(1,368	)
General and administrative expense		(3,816	)		(3,617	)
Other income		227			576
Interest expense		(1,776	)		(1,837	)
Income tax benefit		1,343			1,321
Loss from continuing operations	$	(1,899	)	$	(1,368	)

The above table details the comparative net operating income (“NOI”) for Wilshire’s residential and commercial real estate segments, and reconciles the combined NOI to consolidated loss from continuing operations. NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes depreciation and interest expense. Wilshire assesses and measures segment operating results based on NOI, which is a direct measure of each property’s contribution to the results of the Company before considering revenues from treasury activities, overhead expenses and other costs that are not directly related to the performance of a property. The Company believes NOI is a more descriptive measure of the Company’s performance than loss from continuing operations. NOI is not a measure of operating results or cash flow as measured by accounting principles generally accepted in the United States of America and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Residential Segment

The residential segment is comprised of Sunrise Ridge Apartments and Van Buren Apartments, both in Arizona, Wellington Estates and Summercreek Apartments, both in Texas, and Alpine Village Apartments in New Jersey. During 2008, NOI decreased by $13,000 or .5% to $2,578,000 as a result of an increase in operating expenses of $18,000 or .4% to $5,192,000 which was partially offset by an increase in revenues of $5,000 or .1% to $7,770,000.

The increase in revenues primarily relates to an overall increase in rental rates. Significant and successful efforts have been made at the Texas and New Jersey properties to increase occupancy and related revenues. The Arizona properties were impacted by the economic downturn in 2008. Vacancy levels increased in Arizona, while supplemental revenues decreased due to the inability to collect early lease termination fees.

The increase in operating expenses related to the residential properties in Texas and New Jersey and was related to occupancy turnover and required repairs to these properties. The reduced costs at the Arizona properties are a result of costs controls and reduced revenues which had a direct impact on operating expenses. All residential properties experienced reduced insurance costs during 2008 as a result of effective risk management control at the properties.

Commercial Segment

The commercial segment is comprised of Royal Mall Plaza in Mesa, Arizona and Tempe Corporate Center in Tempe, Arizona. During 2008, NOI decreased $233,000 or 24.1% to $733,000, primarily due to a decrease in revenues of $222,000 or 13.4% to $1,433,000 and a slight increase in operating expenses of $11,000 or 1.6% to $700,000. The revenue decrease was attributable to a $133,000 decrease in revenue at Royal Mall (Arizona) and an $89,000 decrease at Tempe Corporate Center (Arizona). The decrease in revenue is directly related to increased vacancy levels during part of 2008 as compared to 2007, as well as the impact of tenant space reductions.

Revenues

	Years Ended December 31,				Increase
	2008		2007		(Decrease)
Sunrise Ridge, Arizona	$	2,732,000	$	2,870,000	$	(138,000	)
Van Buren Apartments, Arizona		655,000		662,000		(7,000	)
Wellington Estates, Texas		1,825,000		1,775,000		50,000
Alpine Village, New Jersey		1,394,000		1,327,000		67,000
Summercreek, Texas		1,164,000		1,131,000		33,000
Sub-total - Residential Properties		7,770,000		7,765,000		5,000
Royal Mall Plaza, Arizona		577,000		710,000		(133,000	)
Tempe Corporate Center, Arizona		856,000		945,000		(89,000	)
Sub-total- Commercial Properties		1,433,000		1,655,000		(222,000	)
Total Revenues	$	9,203,000	$	9,420,000	$	(217,000	)

Revenues from rental properties amounted to $9,203,000 in 2008, a decrease of $217,000 or 2.3%, from $9,420,000 in 2007. The decrease during 2008 is attributable to Sunrise Ridge Apartments, which had a decrease in rental revenues of $138,000 or 4.8%, Royal Mall Plaza, which had a decrease in rental income of $133,000 or 18.7% and Tempe Corporate Center which had a decrease in rental income of $89,000 or 9.4%, which was partially offset by increased rental income at Alpine Village which experienced a $67,000 increase in rental income or 5.0%, Wellington Estates, which had an increase in rental income of $50,000 or 2.8% and Summercreek, which had an increase in rental income of $33,000 or 2.9%.

Operating Expenses

	Years Ended December 31,				Increase
	2008		2007		(Decrease)
Sunrise Ridge, Arizona	$	1,619,000	$	1,627,000	$	(8,000	)
Van Buren Apartments, Arizona		433,000		453,000		(20,000	)
Wellington Estates, Texas		1,316,000		1,303,000		13,000
Alpine Village, New Jersey		927,000		914,000		13,000
Summercreek, Texas		897,000		877,000		20,000
Sub-total - Residential Properties		5,192,000		5,174,000		18,000
Royal Mall Plaza, Arizona		301,000		300,000		1,000
Tempe Corporate Center, Arizona		399,000		389,000		10,000
Sub-total- Commercial Properties		700,000		689,000		11,000
Total Operating Expenses	$	5,892,000	$	5,863,000	$	29,000

Operating expenses were $5,892,000 in 2008, which is an increase of $29,000 or .5% as compared to $5,863,000 during 2007. The overall increase in operating expenses during 2008 was primarily related to professional fees associated with collections and lease transactions at our residential properties.

Depreciation and amortization expense amounted to $1,188,000 in 2008, a decrease of $180,000 or 13.2% as compared to $1,368,000 during 2007. The decrease relates to fully depreciated assets in 2008.

General and administrative expense increased $199,000, or 5.5%, to $3,816,000 in 2008 as compared to $3,617,000 during 2007. This increase was primarily the result of the legal costs associated with the proposed sale of the Company which was partially offset by a decrease in personnel related costs.

Other income decreased by $349,000 to $227,000 in 2008 as compared to $576,000 in 2007. The decrease primarily relates to a decline in interest and dividend income as a result of the declining interest rates during 2008.

Interest expense decreased to $1,776,000 in 2008 from $1,837,000 during 2007. The decrease primarily relates to the reduction in the Company’s mortgage liability and the payoff of the mortgage on the Tamarac Office Plaza which was sold in May 2008. In addition, during 2008 the interest rate on the mortgage at Tempe Corporate Center experienced a one-time rate adjustment which resulted in a reduction in interest expense of $41,000 on this property as compared to 2007. The current interest rate on the Tempe Corporate Center mortgage will be maintained until maturity.

The provision for income taxes amounted to a tax benefit of $1,343,000 in 2008 compared to a tax benefit of $1,321,000 during 2007. The change in the provision for income taxes is related to the level of loss from continuing operations in 2008 compared to 2007.

Discontinued Operations, Net of Taxes:

Real Estate

Income from discontinued operations amounted to after tax income of $214,000 during 2008 and $176,000 during 2007. The income during the 2008 period reflects the sale of two condominium units at Jefferson Gardens and the sale of the Tamarac Office Plaza resulting in gross proceeds of $2.3 million and after tax gain of $806,000.

The loss on operating discontinued real estate properties increased to $592,000 during 2008 from $512,000 during 2007. The increased loss is primarily attributable to the operating losses at the Company’s office building in Perth Amboy, New Jersey where many units were left vacant in anticipation of the sale of the Company.

Oil and Gas

The Company announced in July 2003 its intention to sell its oil and gas businesses. The Canadian oil and gas business was sold in April 2004 to Addison Energy Inc., a wholly owned subsidiary of Exco Resources, Inc., for $15 million in gross proceeds. The United States oil and gas business was sold in April 2004 to Crow Creek Energy LLC, a Tulsa, Oklahoma based privately -held portfolio company of Natural Gas Partners of Dallas, Texas, for $13.3 million in gross proceeds. During ~~2008~~2009, the Company recognized after-tax income from the wind down of its former oil and gas business, of $~~324~~218,000 as compared to $~~300~~324,000 during ~~2007~~2008. The net income from the wind down of the oil and gas business during ~~2008~~2009 and ~~2007~~ 2008 relates to a foreign currency gain and interest income during those years.

Effects of Inflation

The effects of inflation on the Company’s financial condition are not considered to be material by management.

Liquidity and Capital Resources

At December 31, ~~2009~~2010 and ~~2008~~2009, the Company had working capital, including restricted cash, of $32.71, and $103.17 million, respectively. The decrease in working capital during the period primarily relates to the ~~completed issuer~~continuing ~~tender~~deterioration ~~offer~~of ~~during~~occupancy ~~September~~levels ~~2009~~in ~~which reduced current assets by approximately $8.1 million. This was partially offset by~~ the ~~refinancing~~ ofreal ~~the~~estate ~~existing~~markets ~~Summercreek~~in ~~debt~~ which ~~was~~the ~~classified~~Company’s asreal aassets ~~current liability~~are ~~at December 31, 2008~~located. ~~As a result~~Additionally, ~~current~~ongoing ~~liabilities~~operating ~~were reduced~~costs byincreased ~~$3.9~~at ~~million. As~~some itproperties ~~relates~~and to the ~~completed~~need ~~issuer~~for ~~tender offer,~~capital ~~the~~expenditure ~~Company~~re ~~purchased~~–investments ~~and~~were ~~retired~~necessary ~~4,047,380~~to ~~shares~~maintain ofcompetitiveness ~~its~~in ~~common~~the ~~stock~~marketplace ~~at a~~in ~~purchase price of $2~~2010.~~00 per share, for an aggregate purchase price of $8,094,760.~~

The Company had $3.8 and $4.5 million of cash and cash equivalents, including restricted cash at December 31, 2010 and 2009, respectively. This balance is comprised of working capital accounts for its real estate properties and corporate needs and money market and securities accounts. In the short-term, the Company will continue to invest in highly liquid investments that are consistent with its investment policy.

Regarding the investments in short-term marketable debt securities, the Company invests its available funds in high quality investments that are consistent with the Company’s investment policy which includes the following objectives: a) To maintain liquidity which is sufficient to meet any reasonably forecasted cash requirements; b) To preserve principal through investment in products and entities that are consistent with the Company’s risk tolerance; and c) To maximize income consistent with the Company’s liquidity and risk tolerance criteria. Consistent with this investment policy, the Company only invests in approved securities such as obligations of the U.S. Treasury, the U.S. Government and agencies with obligations guaranteed by the U.S. Government and highly rated municipal and corporate issuers. As it relates to the Company's investment in marketable equity securities, which it sold during 2008, the Company had invested in a publicly traded real estate company. The Company generally does not invest in marketable equity securities and such investment was considered non-recurring.

The Company formerly held investments in certain marketable equity securities and short-term marketable debt securities, including auction rate securities (“ARS”) with interest rate resets ranging from every seven days to every 45 days. As of December 31, 2008, the Company held $2.0 million of auction rate securities, classified as available-for-sale. During the year ended December 31, 2009, the Company redeemed its remaining investment of $2.0 million of ARS at par.

The Company continues to explore opportunities to invest in its real estate properties to enhance value and is investigating corporate and real estate property transactions, both as buyer and seller, as they arise. The timing of such transactions, if any, will depend upon, among other criteria, economic conditions and the favorable evaluation of specific opportunities presented to the Company. Management considers its liquidity position adequate to fulfill the Company’s current business plans.

Net cash ~~used~~ inprovided by operating activities amounted to $624,000 during 2010; cash flow used in operating activities during 2009 was $2.2 million, ~~during~~while ~~2009~~$42,000 ~~cash~~was ~~flow~~ provided by operating activities during 2008. ~~was~~The 2010 net cash provided by operating activities primarily relates to the net loss of $421.5 million, a decrease in deferred income tax of $358,000, ~~while~~a decrease in income taxes receivable of $1.41 million, ~~was used~~and indepreciation ~~operating~~of ~~activities~~$1.1 ~~during 2007~~million. The 2009 use of net cash primarily relates to the net loss of $2.8 million, a decrease in deferred income tax liabilities of $133,000, and an increase in income tax receivables of $313,000, which was partially offset by depreciation expense of $1.2 million. The 2008 ~~provision of~~ net cash provided primarily relates to a decrease in prepaid income taxes and income tax receivables of $877,000 and depreciation of $1.2 million, which was partially offset by the gain on real estate assets of $1.3 million. The 2007 use of net cash primarily relates to gains on sales of real estate assets of $1.1 million, a net loss of $0.9 million and an increase in prepaid income taxes and income taxes receivable of $1.1 million, partially offset by depreciation and amortization expense of $1.4 million.

Net cash ~~provided~~ byused in investing activities amounted to $723,000 in 2010, $1.4 million in 2009 and $9.2 million in 2008,. ~~while~~The cash used in investing activities ~~was~~during 2010 primarily relates to capital expenditures on real estate properties and the corporate office of $~~2.8~~744,000, ~~million~~offset ~~during 2007.~~by ~~The~~a decrease in restricted cash of $21,000. Net cash provided by investing activities ~~during~~in 2009 primarily relates to the proceeds from the redemption and sale of marketable securities in the amount of $2,000,000, which was partially offset by capital expenditures on real estate properties of $558,000 and an increase in restricted cash in the amount of $2,000. The cash provided by investing activities during 2008 is primarily due to the sale and redemption of marketable securities of $7.3 million and the net proceeds from the sale of real estate assets of $2.2 ~~million. The~~ ~~cash used in investing activities during 2007 is due to an increase in short-term marketable securities of $3.6~~ million ~~and capital expenditures related to our real estate properties of $0~~.~~9 million, partially offset by proceeds from the sales of real estate assets of $1.7 million.~~

25Net cash used in financing activities amounted to $573,000 in 2010, $8.0 million in 2009, and $1.1 million in 2008. The 2010 use of cash represents the annual amortization of long-term debt from debt service payments. The 2009 use of cash was primarily attributable to the completed issuer tender offer in September 2009 in the amount of $8.1 million, the repayment of the existing debt on the Summercreek property of $3.9 million and the repayment of scheduled long-term debt in the amount of $541,000 during the period, which was partially offset by the proceeds related to the refinancing of the Summercreek property in the amount of $4.6 million. The 2008 use of cash reflects the normal annual amortization of long-term debt from debt service payments.

Net cash used in financing activities amounted to $8.0 million in 2009, $1.1 million in 2008, and $600,000 in 2007. The 2009 use of cash was primarily attributable to the completed issuer tender offer in September 2009 in the amount of $8.1 million, the repayment of the existing debt on the Summercreek property of $3.9 million and the repayment of scheduled long-term debt in the amount of $541,000 during the period, which was partially offset by the proceeds related to the refinancing of the Summercreek property in the amount of $4.6 million. The 2008 and 2007 use of cash reflects the normal annual amortization of long-term debt from debt service payments.

The Company does not have any sources of working capital outside of its business operations. It does not have any bank lines of credit or contingently available sources of funds. The Company believes it has adequate capital resources to fund its operations for the foreseeable future. The preceding sentence constitutes a forward-looking statement.

The Company is committed to investing in its properties to maintain their competitiveness within their markets and for the purposes of upgrading and repositioning where appropriate or where a return on the capital investment can be realized in the short term.

The following table sets forth the amounts of capital expenditures made in each property within the past three years, exclusive of those properties which were sold.

Name of property	Years ended December 31,
	2009		2008		2007
	2010		2009		2008
Residential continuing operations:
Sunrise Ridge	$	1282,000	$	7812,000	$	~~220~~78,000
Van Buren		21,000		2,000		92,000
Wellington		7954,000		6079,000		5060,000
Alpine		6,000		13,000		12,000
Alpine Village		161,000		6,000		13,000
Summercreek		~~385~~104,000		27385,000		2127,000
Commercial continuing operations:
Royal Mall Plaza		50,000		-		100,000
Red Mountain Professional Plaza		193,000		50,000		-
Tempe Corporate		1778,000		6317,000		3263,000
Discontinued operations - residential:
Jefferson Gardens		-3,000		-		~~4,000~~-
Alpine Land (a)		-0		-		~~355,000~~-
Discontinued operations - commercial:
Amboy Towers		220,000		122,000		6012,000
Tamarac Office Plaza(b)		-		~~2,000~~-		212,000
Total capital expenditures	$	~~553~~696,000	$	~~257~~553,000	$	~~884~~257,000

(a)	Alpine Land represents land and a residential building bought in 2007.

(b)	Tamarac Office Plaza was sold in May 2008.

On June 3, 2004, the Company’s Board of Directors approved the repurchase of up to 1,000,000 shares of its common stock on the open market, in privately negotiated transactions or otherwise. This purchasing activity may occur from time to time, in one or more transactions. At December 31, ~~2009~~2010, the Company had purchased 138,231 shares at an aggregate cost of $1,017,000 under this program.

During March 2005, Wilshire negotiated a long-term lease for new offices in Newark, New Jersey. The lease is for a 65 month term with two renewal options, each for a five-year term, and covers 4,502 rentable square feet at a base rate of $29.00 per square foot.

In January 2008 and December 2008, the Company closed on the sale of two 1 bedroom condominiums at Jefferson Gardens, New Jersey for gross proceeds of approximately $150,000 and $154,000, respectively. After payments of closing costs and providing for taxes, the Company realized a gain during the first quarter of 2008 of approximately $62,000 and a gain during the fourth quarter of 2008 of approximately $61,000 from these sales.

In May 2008, the Company closed on the sale of its Tamarac Office Plaza, Florida, office complex for gross proceeds of $2 million. After payments of closing costs and providing for taxes, the Company realized a net gain of approximately $683,000 from this sale.

The executive and administrative office of the Company consists of approximately 3.354 square feet, located at 100 Eagle Rock Avenue, East Hanover, New Jersey. Beginning on July 1, 2010, Wilshire leased this office pursuant to a sixty three month lease, with one five year option to renew. The base monthly rental is $5,450 during the initial term of the lease.

See Item 7A of this Annual Report for information regarding certain long-term commitments.

2625

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

After the sale of its Canadian oil and gas assets, the Company has cash and cash equivalents at its Canadian subsidiary, whose value is exposed to fluctuations in the value of the Canadian dollar / U.S. dollar exchange rate. The change in value in the Canadian dollar denominated accounts is reported in the Statement of Operations. The Company repatriated substantially all of its assets, net of liabilities, during 2009. The Company has completed the wind down of its Canadian subsidiary during the first quarter of 2010.

Long-term debt, consisting solely of mortgage notes payable, totaled the following as of December 31, ~~2009~~2010 and December 31, ~~2008~~2009:

	2009		2008
	2010		2009
Total debt		2827,~~016~~443,000		2728,~~845~~016,000
Less-current portion		~~572~~606,000		4572,~~378,~~000
Long term portion	$	2726,~~444~~837,000	$	2327,~~467~~444,000

The aggregate maturities of the long-term debt in each of the five years subsequent to December 31, ~~2009~~2010 are -

Year	Amount
2010	$	572,000
2011	$	606,000
2011		606,000
2012		637,000
2013		21,910,000
2014		74,000
Thereafter		4,217,000
2015		79,000
	$	28,016,000
Thereafter		4,137,000
	$	27,443,000

At December 31, ~~2009~~2010, the Company had $2827,~~016~~443,000 of mortgage debt and notes outstanding which all bear interest at an average fixed rate of 5.62% and an average remaining life of approximately 32.4 years. The fixed rate mortgages and notes are subject to repayment (amortization) schedules that are longer than the term of the mortgages. As such, the approximate amount of balloon payments for all mortgage debt and notes that will be required is as follows:

Year	Amount
2013	$	21,699,000
2017		3,841,000
	$	25,540,000

Wilshire expects to ~~re-finance~~refinance the individual mortgages and notes with new mortgages and notes when their terms expire. To this extent, we have exposure to interest rate risk on our fixed rate mortgage debt and note obligations. If interest rates, at the time any individual debt instrument is due, are higher than the current fixed interest rate, higher debt service may be required, and/or ~~re-financing~~ refinancing proceeds may be less than the amount of mortgage debt or notes being retired.

We believe that the values of our properties will be adequate to command ~~re-financing~~ refinancing proceeds equal to, or higher than, the mortgage debt to be ~~re-financed~~ refinanced. This expectation represents a forward-looking statement. Factors that could cause actual results to differ materially from the Company’s forward looking statement include economic conditions in the markets where such properties are located and the level of market interest rates at the time the Company is seeking to re-finance the properties and the loan to value limitations that might be imposed by potential lenders.

2726

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Wilshire Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Wilshire Enterprises, Inc. and Subsidiaries as of December 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, stockholders’ equity and cash flows and the financial statement schedule listed in the index at Item 15 for each of the three years in the period ended December 31, ~~2009~~2010. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wilshire Enterprises, Inc. and Subsidiaries as of December 31, ~~2009~~2010 and ~~2008~~2009, and their results of operations and cash flows for each of the three years in the period ended December 31, ~~2009~~2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.

/s/ J.H. Cohn LLP

Roseland, New Jersey

~~March 31~~July 29, ~~2010~~ 2011

2827

WILSHIRE ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, ~~2009~~2010 and ~~2008~~2009

	2009			2008
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	43,~~263~~591,000		$	134,~~023~~263,000
Restricted cash		~~197~~176,000			~~195~~197,000
Marketable debt securities, available-for-sale, at fair value		-			2,000,000
Accounts receivable, net		65,000			181,000
Accounts receivable, net		181,000			173,000
Income taxes receivable		-			1,086,000
Income taxes receivable		1,086,000			773,000
Prepaid expenses and other current assets		1,420,000			1,321,000
Prepaid expenses and other current assets		1,260,000			1,133,000
Total current assets		5,252,000			7,048,000
Total current assets		6,987,000			17,297,000
Other noncurrent assets		117,000			172,000
Other noncurrent assets		233,000			196,000
Property and equipment:
Real estate properties		3940,~~432~~153,000			3839,~~876~~432,000
Real estate properties - held for sale		4,~~640~~663,000			4,~~638~~640,000
		44,072,000			43,514,000
		44,816,000			44,072,000
Less:
Accumulated depreciation and amortization		1819,~~441~~566,000			1718,~~293~~441,000
Accumulated depreciation and amortization – property held for sale		371,000			371,000
		25,260,000			25,850,000
		24,879,000			25,260,000
Total assets	$	3230,~~480~~248,000		$	4332,~~343~~480,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	~~572~~606,000		$	4572,~~378,~~000
Accounts payable		1,~~272~~418,000			1,~~342~~272,000
Income taxes payable		9095,000			7790,000
Accrued liabilities		1665,~~093,~~000			1,~~066~~093,000
Deferred income		~~108~~156,000			87108,000
Current liabilities associated with discontinued operations		~~166~~219,000			~~264~~166,000
Total current liabilities		3,~~301~~159,000			73,~~214~~301,000
Noncurrent liabilities:
Long-term debt, less current portion		2726,~~444~~837,000			2327,~~467~~444,000
Deferred income taxes		~~464~~106,000			~~597~~464,000
Deferred income		7155,000			8971,000
Total liabilities		3130,~~280~~157,000			31,~~367~~280,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued and outstanding in 2009 and 2008		-			-
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued and outstanding in 2010 and 2009		-			-
Common stock, $1 par value, 15,000,000 shares authorized; issued 5,966,164 and 10,013,544 shares in 2009 and 2008, respectively		5,966,000			10,014,000
Common stock, $1 par value, 15,000,000 shares authorized, 5,966,164 shares issued in 2010 and 2009		5,966,000			5,966,000
Capital in excess of par value		54,~~340~~457,000			95,~~309~~340,000
Treasury stock, 2,088,130 and 2,087,296 shares at December 31, 2009 and December 31, 2008, respectively, at cost		(9,867,000	)		(9,867,000	)
Treasury stock, 1,825,065 and 2,088,130 shares at December 31, 2010 and 2009, respectively, at cost		(8,624,000	)		(9,867,000	)
Retained (deficit) earnings		(239,000	)		2,520,000
Accumulated deficit		(1,708,000	)		(239,000	)
Total stockholders’ equity		191,~~200,~~000			111,~~976~~200,000
Total liabilities and stockholders' equity	$	3230,~~480~~248,000		$	4332,~~343~~480,000

The accompanying notes ~~to consolidated financial statements~~ are an integral part of these consolidated financial statements.

2928

WILSHIRE ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008

	2009			2008			2007
	2010			2009			2008
Revenues	$	8,~~920~~649,000		$	98,~~203~~920,000		$	9,~~420~~203,000
Costs and expenses
Operating expenses		5,~~857~~679,000			5,~~892~~857,000			5,~~863~~892,000
Depreciation and amortization expense		1,~~148~~125,000			1,~~188~~148,000			1,~~368~~188,000
General and administrative		31,~~865~~998,000			3,~~816~~865,000			3,~~617~~816,000
Total costs and expenses		108,~~870~~802,000			10,~~896~~870,000			10,~~848~~896,000
Loss from operations		(1153,~~950,~~000	)		(1,~~693~~950,000	)		(1,~~428~~693,000	)
Other income (loss)
Dividend and interest income		338,000			~~415~~33,000			~~540~~415,000
Loss on sale of marketable securities		-			~~(188,000~~-	)		(188,000	)
Other income		37,000			-3,000			~~36,000~~-
Interest expense		(1,~~708~~587,000	)		(1,~~776~~708,000	)		(1,~~837~~776,000	)
Loss before benefit for income taxes		(31,~~622~~725,000	)		(3,~~242~~622,000	)		(23,~~689~~242,000	)
Income tax benefit		(1480,~~110,~~000	)		(1,~~343~~110,000	)		(1,~~321~~343,000	)
Loss from continuing operations		(21,~~512~~245,000	)		(12,~~899~~512,000	)		(1,~~368~~899,000	)
Discontinued operations - real estate, net of taxes
Loss from operations		(~~465~~240,000	)		(~~592~~465,000	)		(~~512~~592,000	)
Gain from sales		-			~~806,000~~-			~~688~~806,000
Discontinued operations - oil & gas, net of taxes
Discontinued operations - oil and gas, net of taxes
Income from operations		~~218~~16,000			~~324~~218,000			~~300~~324,000
Net loss	$	(21,~~759~~469,000	)	$	(12,~~361~~759,000	)	$	(~~892~~1,361,000	)
Basic net loss per share:
Loss from continuing operations	$	(0.3730	)	$	(0.2437	)	$	(0.1724	)
Income (loss) from discontinued operations -
Real estate - loss from operations		(0.0706	)		(0.07	)		(0.0607	)
Real estate - gain on sales		-			~~0.10~~-			0.0910
Oil and gas – income from operations		(0.0300	)		0.0403			0.0304
Net loss applicable to common stockholders	$	(0.4136	)	$	(0.1741	)	$	(0.1117	)
Diluted net loss per share:
Loss from continuing operations	$	(0.3730	)	$	(0.2437	)	$	(0.1724	)
Income (loss) from discontinued operations -
Real estate - loss from operations		(0.0706	)		(0.07	)		(0.0607	)
Real estate - gain on sales		-			~~0.10~~-			0.0910
Oil and gas – income from operations		(0.030	)		0.0403			0.0304
Net loss applicable to common stockholders	$	(0.4136	)	$	(0.1741	)	$	(0.1117	)

The accompanying notes ~~to consolidated financial statements~~ are an integral part of these consolidated financial statements.

3029

WILSHIRE ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008

	Non- controlling Interest in Joint Venture			Preferred Stock							Common Stock							Capital in Excess of				Retained				Treasury			Accumulated Other Comprehensive			Comprehensive			Total Stockholders'
		Preferred Stock				Common Stock						Capital in Excess of		(Retained			Treasury			Accumulated Other Comprehensive			Comprehensive			Total Stockholders'
	Partner			Shares			Amount				Shares			Amount				Par Value				Earnings				Stock			Income (Loss)			Income (Loss)			Equity
		Shares		Amount		Shares			Amount			Par Value		Earnings)			Stock			Income (Loss)			Income (Loss)			Equity
Balance, December 31, 2006	$	2,000			-		$	-				10,013,544		$	10,014,000			$	8,984,000			$	4,773,000			$	(9,918,000	)	$	68,000					$	13,923,000
Balance, January 1, 2008			-	$	-		10,013,544			$10,014,000			$9,202,000		$3,881,000			$(9,885,000	)		$(76,000)						$13,136,000
Net loss															(1,361,000	)							~~(892,000~~$	)(1,361,000	)		(1,361,000	)				$	~~(892,000~~	)		~~(892,000~~	)
Change in unrealized loss on marketable securities, net of income tax benefit of $77,000																														(144,000	)		(144,000	)		(144,000	)
Change in unrealized loss on marketable securities, net of income tax benefit of $50,000																					76,000			76,000			76,000
Comprehensive loss																							$	(1,285,000	)							$	~~(1,036,000~~	)
Amortization of compensation associated with stock and stock option awards																			218,000																	218,000
Grant of 6,133 shares of restricted stock													(18,000)					18,000									-
Exercise of stock options																											33,000									33,000
Amortization of compensation associated with stock and stock option awards													125,000														125,000
Disposition of interest in joint venture		(2,000	)																																	(2,000	)
Balance, December 31, 2008			-		-		10,013,544			10,014,000			9,309,000		2,520,000			(9,867,000	)		-						11,976,000
Balance, December 31, 2007		-			-			-				10,013,544			10,014,000				9,202,000				3,881,000				(9,885,000	)		(76,000	)					13,136,000
Net loss															(2,759,000	)											(2,759,000	)
Net loss																							(1,361,000	)								$	(1,361,000	)		(1,361,000	)
Amortization of compensation associated with stock and stock option awards													78,000														78,000
Change in unrealized loss on marketable securities, net of income tax benefit of $50,000																														76,000			76,000			76,000
Purchase and retirement of treasury shares							(4,047,380)			(4,048,000)			(4,047,000)														(8,095,000)
Comprehensive loss																																$	(1,285,000	)
Balance, December 31, 2009			-		-		5,966,164			5,966,000			5,340,000		(239,000)			(9,867,000	)		-						1,200,000
Grant of 6,133 shares of restricted stock																			(18,000	)							18,000									-
Net loss															(1,469,000)												(1,469,000)
Amortization of compensation associated with stock and stock option awards																			125,000																	125,000
Compensation associated with stock issuance													(925,000)					1,243,000									318,000
Balance, December 31, 2008		-			-			-				10,013,544			10,014,000				9,309,000				2,520,000				(9,867,000	)		-						11,976,000
Amortization of compensation associated with stock and stock option awards													42,000														42,000
Net loss																							(2,759,000	)								$	(2,759,000	)		(2,759,000	)
Balance, December 31, 2010			-		-	$	5,966,164		$	5,966,000		$	4,457,000	$	(1,708,000)		$	(8,624,000)			-					$	91,000
Amortization of compensation associated with stock and stock option awards																			78,000																	78,000
Purchase of treasury shares												(4,047,380	)		(4,048,000	)			(4,047,000	)																(8,095,000	)
Balance, December 31, 2009	$	-			-		$	-				5,966,164		$	5,966,000			$	5,340,000			$	(239,000	)		$	(9,867,000	)	$	-					$	1,200,000

The accompanying notes ~~to consolidated financial statements~~ are an integral part of these consolidated financial statements.

3130

WILSHIRE ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008

	2009			2008			2007
	2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,~~759~~469,000	)	$	(12,~~361~~759,000	)	$	(~~892~~1,361,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		1,148,000			1,188,000			1,368,000
Depreciation		1,125,000			1,148,000			1,188,000
Bad debt expense		~~78,000~~			78,000
Stock-based compensation expense		7842,000			~~125~~78,000			~~218~~125,000
Amortization of mortgage finance costs		6355,000			5763,000			5657,000
Deferred income tax (benefit)		(133,000	)		28,000			(31,000	)
Deferred income taxes (benefit)		(358,000	)		(133,000	)		28,000
Increase (decrease) in deferred income		3,000			(83,000	)		(9,000	)
Loss on sale of marketable securities		-			-			188,000
Loss on sale of marketable securities		-			188,000			-
Gain on sales of real estate assets		-			-			(1,344,000	)
Gain on sales of real estate assets		-			(1,344,000	)		(1,147,000	)
Changes in operating assets and liabilities -
(Increase) decrease in accounts receivable		~~(86~~116,000	)		28(86,000	)		3428,000
(Increase) decrease in income taxes receivable		~~(313~~1,086,000	)		~~877~~(313,000	)		(1877,~~083,~~000	)
(Increase) decrease in prepaid expenses and other current assets		(~~127~~35,000	)		45(127,000	)		~~178~~45,000
Increase (decrease) in accounts payable, accrued liabilities and taxes payable		~~(128~~30,000	)		~~294~~(128,000	)		~~(64~~294,000	)
Net cash provided by (used in) operating activities		(2,176,000	)		42,000			(1,372,000	)
Increase (decrease) in deferred income		32,000			3,000			(83,000	)
Net cash provided by (used in) operating activities		624,000			(2,176,000	)		42,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures - real estate		(~~558~~744,000	)		(~~257~~558,000	)		(~~882~~257,000	)
Proceeds from sales and redemptions of marketable securities		~~2,000,000~~-			72,~~257~~000,000			-7,257,000
Proceeds from sales of real estate		-			~~2,182,000~~-			12,~~729~~182,000
Increase in short-term marketable securities		-			-			(3,554,000	)
(Increase) decrease in restricted cash		21,000			(2,000	)		62,000
(Increase) decrease in restricted cash		(2,000	)		62,000			(45,000	)
Net cash provided by (used in) investing activities		(723,000	)		1,440,000			9,244,000
Net cash provided by (used in) investing activities		1,440,000			9,244,000			(2,752,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		~~4,582,000~~-			-4,582,000			-
Principal payments of long-term debt		(4573,~~411,~~000	)		(14,~~106~~411,000	)		(~~666~~1,106,000	)
Proceeds from exercise of stock options		-			-			33,000
Repurchase of common stock		-			(8,095,000	)		-
Repurchase of common stock		(8,095,000	)		-			-
Financing costs		-			(100,000	)		-
Non-controlling interest of joint venture partner		-			-			(2,000	)
Net cash used in financing activities		(573,000	)		(8,024,000	)		(1,106,000	)
Financing costs		(100,000	)		-			-
Net increase (decrease) in cash and cash equivalents		(672,000	)		(8,760,000	)		8,180,000
Net cash used in financing activities		(8,024,000	)		(1,106,000	)		(635,000	)
CASH AND CASH EQUIVALENTS, beginning of year		4,263,000			13,023,000			4,843,000
Net increase (decrease) in cash and cash equivalents		(8,760,000	)		8,180,000			(4,759,000	)
CASH AND CASH EQUIVALENTS, end of year	$	3,591,000		$	4,263,000		$	13,023,000
CASH AND CASH EQUIVALENTS, beginning of year		13,023,000			4,843,000			9,602,000
CASH AND CASH EQUIVALENTS, end of year	$	4,263,000		$	13,023,000		$	4,843,000
SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS:
Cash paid during the period for -
Interest	$	1,~~644~~587,000		$	1,~~732~~644,000		$	1,~~824~~732,000
Income taxes, net	$	(934,000	)	$	(2,135,000	)	$	580,000
Income taxes	$	(15,000	)	$	(934,000	)	$	(2,135,000	)
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
During the year ended December 31, 2010, 263,065 shares of common stock, valued at $318,000, were issued in settlement of bonuses accrued during 2009 and 2008, as well as for stock awards that were granted to employees and consultants during the year ended December 31, 2010.
The accompanying notes are an integral part of these condensed consolidated financial statements.

3231

WILSHIRE ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Organization and significant accounting policies:

Wilshire Enterprises, Inc. (“Wilshire” or “the “Company”) is engaged in acquiring, owning and managing real estate properties and real estate related securities. The Company’s real estate holdings are located in the states of Arizona, New Jersey and Texas. The Company’s real estate holdings are owned both in its own name and through holding companies and limited liability companies. The Company also maintained investments in marketable securities, which were classified as available-for-sale.

The Company had been engaged in oil and gas exploration and production in the United States and Canada. In April 2004, the Company sold its oil and gas operations and received net proceeds of $28,131,000, recording a gain of $567,000 (after taxes) on the transaction. Since the sale was effective as of March 1, 2004, the ~~2009~~ 2010, ~~2008~~2009 and ~~2007~~2008 consolidated financial statements include the continuing reconciliation process between the Company and its joint interest partners, final assessments from various governmental bodies for tax audits and other matters and changes in estimates for the remaining obligations related to the wind-up of the oil and gas businesses. The Company completed the wind down of its Canadian subsidiary during the first quarter of 2010.

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008. All significant intercompany account balances and transactions have been eliminated in consolidation.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and cash equivalents and marketable debt securities:

Financial instruments that potentially subject Wilshire to concentrations of credit risk consist primarily of cash and cash equivalents and marketable investments. Wilshire considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. At December 31, ~~2009~~2010, Wilshire maintained its cash in the United States in bank accounts (in the amount of $32,~~497~~803,000) and brokerage and securities accounts (in the amount of $~~963~~964,000). The balances maintained in bank accounts may, at times, exceed ~~Federally~~federally insured limits. At December 31, ~~2009~~2010, cash balances in banks that exceeded ~~Federally~~ federally insured limits amounted to $2,~~310~~160,000. Investments in accounts maintained at brokerage houses consist of funds held in highly liquid money market accounts.

Restricted cash at December 31, ~~2009~~2010 and ~~2008~~2009 represents $~~197~~176,000 and $~~195~~197,000, respectively, of residential tenant deposits for Company properties located in New Jersey.

Marketable equity securities:

The Company formerly held investments in certain marketable equity securities and short-term marketable debt securities, including auction rate securities (“ARS”) with interest rate resets ranging from every seven days to every 45 days. As of December 31, 2008, the Company held $2.0 million of auction rate securities, classified as available-for-sale. During the first quarter of 2009, the Company redeemed its remaining investment of $2.0 million of ARS at par.

During June 2008, the Company sold its investment in marketable equity securities which consisted of common shares in one real estate company for gross proceeds of $1.3 million. As a result of this sale, the Company recognized a loss from the sale of securities of $~~553~~188,000.

Assets measured at fair value on a recurring basis:

On January 1, 2008, the Company adopted Topic 820 – “Fair Value Measurements” (“ASC Topic 820”) in the Accounting Standards Codification (“ASC”). ASC Topic 820 provides a single definition of fair value and a common framework for measuring fair value as well as new disclosure requirements for fair value measurements used in financial statements. Under ASC Topic 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company has used the most advantageous market, which is the market where the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. Adoption of ASC Topic 820 did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

ASC Topic 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest.

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Following are the major categories of assets measured at fair value on a recurring basis ~~during~~ ~~the~~as ~~year~~of ~~ended~~ December 31, ~~2009~~2010 and ~~2008~~2009 using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

Year ended December 31, 2010
		Level 1		Level 2		Level 3		Total
Cash and cash equivalents and restricted cash	$	3,767,000	$	-	$	-	$	3,767,000
	$	3,767,000	$	-	$	-	$	3,767,000

Year ended December 31, 2009
		Level 1		Level 2		Level 3		Total
Cash and cash equivalents and restricted cash	$	4,460,000	$	-	$	-	$	4,460,000
	$	4,460,000	$	-	$	-	$	4,460,000

Year ended December 31, 2008
	Level 1			Level 2			Level 3			Total
Cash and cash equivalents and restricted cash		$	13,218,000		$	-		$	-		$	13,218,000
Marketable debt securities			-			2,000,000			-			2,000,000
		$	13,218,000		$	2,000,000		$	-		$	15,218,000

The Company’s investment in cash equivalents consists of short-term (less than 90 days) investments in money market funds and is priced at fair value, thus recorded in Level 1 above.

Deferred loan costs:

Other noncurrent assets include deferred loan costs of $~~233~~117,000 at December 31, ~~2009~~ 2010 and $~~196~~172,000 at December 31, ~~2008~~2009. Deferred loan costs are amortized on the straight-line method by annual charges to operations over the terms of the loans. Amortization of such costs is included in interest expense and amounted to approximately $6355,000 in ~~2009~~2010, $5763,000 in ~~2008~~2009 and $5657,000 in ~~2007~~2008. Deferred loan costs relate to mortgage loans for continuing real estate properties.

Real estate and other properties:

Real estate properties and other property and equipment are stated at cost. Costs incurred to maintain and repair the property are expensed as incurred. Depreciation is provided on the straight-line method using an estimated useful life of 30 to 35 years for real estate buildings and seven years for furniture, fixtures and equipment at the properties, which approximates their estimated useful life.

The Company has designated certain real estate properties as held for sale and reports results of operating the properties, including interest expense, and the gain or loss on the sale of such real estate properties as “Discontinued Operations”. The Company ceases depreciating a property when it is designated as held for sale.

The composition of the Company’s real estate and other properties follows:

	December 31,
	2009			2008
	2010			2009
Real estate and other properties:
Land	$	3,378,000		$	3,378,000
Building		27,~~326~~968,000			2627,~~779~~326,000
Furniture, fixtures and equipment		8,~~728~~807,000			8,~~720~~728,000
Accumulated depreciation		(1819,~~441~~566,000	)		(1718,~~293~~441,000	)
Net real estate and other properties		20,~~991~~587,000			2120,~~584~~991,000
Real estate held for sale:
Land		1,043,000			1,043,000
Building		3,~~405~~426,000			3,~~400~~405,000
Furniture, fixtures and equipment		~~192~~194,000			~~194~~192,000
Accumulated depreciation		(371,000	)		(371,000	)
Net real estate held for sale		4,~~269~~292,000			4,~~266~~269,000
Net real estate and other properties	$	2524,~~260~~879,000		$	25,~~850~~260,000

On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired. A property’s value is considered impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property.

Management does not believe at December 31, ~~2009~~2010 and ~~2008~~2009 that the value of any of its properties is impaired.

Revenue recognition:

Revenue from real estate properties is recognized during the period in which the premises are occupied and rent is due from tenants. For commercial properties, rental revenue is recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in accounts receivable. For residential properties where lease agreements are almost exclusively for one-year terms, rental revenue is recognized in accordance with the contractual terms of the underlying leases. The Company follows a policy of aggressively pursuing its rental tenants to ensure timely payment of amounts due. When a tenant becomes 30 days in arrears on paying rent, the amount is generally written-off and turned over to a collection agency for action. Accordingly, no allowance for uncollectible accounts is maintained for the Company’s real estate tenants.

An allowance for uncollectible accounts was maintained based on the Company’s estimate of the inability of its joint interest partners in the oil and gas division to make required payments. With the sale of the oil and gas division, the Company no longer maintains an allowance for uncollectible accounts.

3534

Income taxes:

Deferred taxes are provided for the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences are those related to tax over book depreciation, capital loss carryovers, state net operating loss carryovers, accruals and deferred income.

Deferred tax benefits are evaluated for realizability and a determination is made, taking into account tax planning strategies, on whether the deferred tax benefit is more likely than not to be realized. Based upon this evaluation, a valuation allowance is established to reduce the deferred tax benefit to the level where it is more likely than not to be ultimately realized. At December 31, ~~2009~~2010 and ~~2008~~ 2009, the Company had a valuation allowance for a portion of state tax loss carry-~~forwards~~forward in the amount of $~~222~~273,000 and $0222,000, respectively.

The ~~tax years~~Company ~~ended~~had ~~December~~a ~~31,~~valuation ~~2008,~~allowance ~~2007~~for ~~and~~a ~~2006~~portion ~~remain~~of ~~open~~federal totax ~~examination~~loss bycarry-forward in the ~~major~~ ~~taxing~~amount ~~jurisdictions~~of to$409,000 ~~which~~and ~~the~~$0 ~~Company~~at isDecember ~~subject~~31, 2010 and 2009, respectively.

The tax years ended December 31, 2009, 2008 and 2007 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Foreign operations:

The assets and liabilities of the Company’s substantially liquidated Canadian subsidiary have been translated at year-end exchange rates. The related revenues and expenses have been translated at average annual exchange rates. In ~~2009~~2010, ~~2008~~ 2009 and ~~2007~~2008, foreign currency translation income totaling $~~188~~16,000, $82188,000 and $~~272~~82,000, respectively, were included in the statements of operations.

Loss per share:

Basic loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during each period. The calculation of diluted loss per share is similar to that of basic loss per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options, were issued during the period.

	2010			2009			2008
Numerator-
Net loss – Basic and Diluted	$	(1,469,000	)	$	(2,759,000	)	$	(1,361,000	)

Denominator-
Weighted average common shares outstanding – Basic and Diluted		4,091,369			6,799,216			7,924,299

Basic and Diluted loss per share:	$	(0.36	)	$	(0.41	)	$	(0.17	)

	2009			2008			2007
Numerator-
Net loss – Basic and Diluted	$	(2,759,000	)	$	(1,361,000	)	$	(892,000	)
Denominator-
Weighted average common shares outstanding – Basic and Diluted		6,799,216			7,924,299			7,922,303
Basic and Diluted loss per share:	$	(0.41	)	$	(0.17	)	$	(0.11	)

For the years ended December 31, 2010, 2009 and 2008, 394,256, 178,628 and 110,880 of potentially dilutive securities, respectively, have been excluded from the calculation of net loss per share since the effects of such potentially dilutive securities would be anti-dilutive because the Company incurred net losses.

For the years ended December 31, 2009, 2008 and 2007, 178,628, 110,880 and 33,037 of potentially dilutive securities, respectively, have been excluded from the calculation of net loss per share since the effects of such potentially dilutive securities would be anti-dilutive because the Company incurred net losses.

Stock-based compensation:

During ~~2009~~ 2010, ~~2008~~2009 and ~~2007~~2008, the Company recorded charges of $6940,000, $9069,000 and $~~107~~90,000, respectively, in connection with the issuance of stock options to employees and non-employee directors.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. The Black-Scholes model incorporates the following assumptions:

· Expected volatility - the Company estimates the volatility of common stock at the date of grant using historical volatility. · Expected term - the Company estimates the expected term of options granted based on a combination of vesting schedules, term of the option and historical experience. · Risk-free interest rate - the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant.

~~· Expected term - the Company estimates the expected term of options granted based on a combination of vesting schedules, term of the option and historical experience.~~35

·The ~~Risk-free~~following ~~interest~~table ~~rate~~outlines - the ~~Company~~variables ~~estimates~~used in the ~~risk~~Black-~~free~~Scholes ~~interest~~option-pricing ~~rate~~model ~~using the U.S. Treasury yield curve~~ for ~~periods~~options ~~equal~~granted toin ~~the~~2009. ~~expected~~There ~~term~~were ofno ~~the~~stock options ingranted ~~effect~~during at2010 ~~the~~and ~~time of grant~~2008.



Risk free interest rate		2.41% - 2.84	%
Volatility	67.15% - 68.03		%
Dividend yield	-
Expected option life		10 years

~~The following~~As ~~table~~of ~~outlines~~December ~~the~~31, ~~variables~~2010 ~~used~~and in2009, the ~~Black~~Company had total unrecognized compensation expense related to options granted to non-~~Scholes~~employee directors of $34,000 and $76,000, respectively, which will be recognized over a remaining average period of 1.9 years. The expected future amortization expense for unrecognized compensation expense for stock option grants to non-~~pricing model.~~employee directors at December 31, 2010 is as follows:

	2009			2007
Year ending December 31, 2011	$	23,000
Risk free interest rate		2.41% - 2.84	%		5.04	%
Year ending December 31, 2012		11,000
Volatility		67.15% - 68.03	%		51.51	%
	$	34,000
Dividend yield		-			-
Expected option life	10 years			10 years

As of December 31, 2009 and 2008, the Company had total unrecognized compensation expense related to options granted to non-employee directors of $76,000 and $109,000, respectively, which will be recognized over a remaining average period of 1.9 years. The expected future amortization expense for unrecognized compensation expense for stock option grants to non-employee directors at December 31, 2009 is as follows:

Year ending December 31, 2010	$	42,000
Year ending December 31, 2011		23,000
Year ending December 31, 2012		11,000
	$	76,000

Accumulated other comprehensive income (loss):

Changes in the components of accumulated other comprehensive income (loss),; net of taxes for ~~the years~~ 2008 ~~and~~is ~~2007 are~~ as follows:

	Unrealized Gains (Losses) on Available- for-Sale Securities
BALANCE, December 31, 2006	$	68,000
BALANCE, December 31, 2007	$	(76,000	)
Change for the year 2007		(144,000	)
Change for the year 2008	$	76,000
BALANCE, December 31, 2007		(76,000	)
BALANCE, December 31, 2008	$	-
Change for the year 2008		76,000
BALANCE, December 31, 2008		-

Advertising expense:

The Company advertises for tenants for its properties through various media, including print and Internet. Advertising costs are expensed as incurred and amounted to $~~113~~105,000 in ~~2009~~2010, $~~141~~113,000 in ~~2008~~2009 and $~~150~~141,000 in ~~2007~~ 2008.

Reclassifications:

Certain amounts in the accompanying consolidated balance sheet as of December 31, 2009 have been reclassified to be consistent with the presentation as of December 31, 2010. The reclassification had no effect on 2009 stockholders’ equity, cash flows, or net loss. The reclassification relates primarily to including the current portion of deferred mortgage costs, previously included in other noncurrent assets, in prepaid and other current assets.

2.	Discontinued operations:

During 2008, the Company sold two condominiums at Jefferson Gardens in Sussex, New Jersey and its Tamarac Office Plaza in Florida for a gross sales price of $2,303,000 and an after tax-tax gain of $806,000.

During 2007, the Company sold its 1.8 acres of land in Lake Hopatcong, New Jersey and six condominium units at Jefferson Gardens Condominiums in Sussex, New Jersey for a gross sales price of $1,814,000 and an after-tax gain of $688,000.

The Company has designated certain of its properties as held for sale, which under accounting principles generally accepted in the United States requires that the Company report the results of operating these properties as discontinued operations. At December 31, ~~2009~~2010, the Company’s residential apartment complex known as Jefferson Gardens Condominiums (Sussex, New Jersey) and its office buildings Amboy Towers (Perth Amboy, New Jersey) and several parcels of undeveloped land in New Jersey have been classified as discontinued operations.

During 2009, 2008 and 2007, the Company recorded income, net of taxes from operating its oil and gas businesses of $218,000, $324,000 and $300,000, respectively. The income from operating the oil and gas business in 2009, 2008 and 2007 reflects the foreign currency exchange gains which were partially offset by professional fees associated with the wind down of the oil and gas businesses, the continuing reconciliation process between the Company and its partners for periods prior to the effective date of the sale and adjustments to the accruals recorded in prior years for the liquidation of the oil and gas business.36

38During 2010, 2009 and 2008, the Company recorded income, net of taxes from operating its oil and gas businesses of $0, $218,000 and $324,000, respectively. The income from operating the oil and gas business in 2009 and 2008 reflects the foreign currency exchange gains which were partially offset by professional fees associated with the wind down of the oil and gas businesses, the continuing reconciliation process between the Company and its partners for periods prior to the effective date of the sale and adjustments to the accruals recorded in prior years for the liquidation of the oil and gas business. The Company completed the wind down of its Canadian subsidiary during the first quarter of 2010.

3.	Long-term debt:

Long-term debt as of December 31 consists of the following:

	2009		2008
			2010				2009
Mortgage notes payable (a)	$	~~3,430,000~~	$	~~3,540,000~~	$	3,313,000		$	3,430,000
Mortgage notes payable (b)		~~20,037,000~~		~~20,412,000~~		19,640,000			20,037,000
Mortgage notes payable (c)		~~4,549,000~~		~~3,893,000~~		4,490,000			4,549,000
Totals		~~28,016,000~~		~~27,845,000~~		27,443,000			28,016,000
Less current portion		~~572,000~~		~~4,378,000~~		606,000			572,000
Long-term debt	$	~~27,444,000~~	$	~~23,467,000~~	$	26,837,000		$	27,444,000

(a) Mortgage note payable to Capital One NA payable in monthly installments, bearing interest at a weighted average effective rate of 5.125%. This mortgage note is secured by a first mortgage interest in a commercial real estate property in Arizona. The note is being amortized over a 25-year period and matures in February 2013, with a balloon principal payment due at maturity. At December 31, ~~2009~~2010, the property securing this note had an approximate net book value of $2,~~251~~195,000. (b) Mortgage notes payable to four real estate mortgage conduits arranged by Wells Fargo Bank (formerly Wachovia Bank) that are payable in monthly installments of principal and interest, bearing interest at a weighted average effective rate of 5.75%, a 30-year amortization and a ten year term, maturing in March 2013, with a balloon principal payment due at maturity. The residential properties securing the mortgage conduit loans are located in Arizona, New Jersey and Texas and at December 31, 2010, had an approximate net book value of $12,081,000. (c) Mortgage note payable to Orix Real Estate Capital Markets was refinanced under Gemsa Loan Services, LP effective June 2009, and is payable in monthly installments of principal and interest, bearing interest at 5.55%. The note is being amortized over a 30-year period and matures in June 2019, with a balloon principal payment due at maturity. The note is secured by residential property located in Texas that at December 31, 2010 had an approximate net book value of $4,898,000.

~~(b)~~The ~~Mortgage~~aggregate ~~notes~~maturities ~~payable to four real estate mortgage conduits arranged by Wachovia Bank that are payable in monthly installments~~ of ~~principal~~the ~~and interest, bearing interest at a weighted average effective rate of 5.75%, a 30~~long-~~year amortization and a ten year~~ term, ~~maturing~~debt in ~~March~~each ~~2013,~~of ~~with a balloon principal payment due at maturity. The residential properties securing~~ the ~~mortgage~~five ~~conduit~~years ~~loans~~subsequent ~~are~~to ~~located in Arizona, New Jersey and Texas and at~~ December 31, ~~2009,~~2010 ~~had~~and anthereafter ~~approximate~~are ~~net~~as ~~book value of $12,484,000.~~follows:

(c) Mortgage note payable to Orix Real Estate Capital Markets was refinanced under Gemsa Loan Services, LP effective June 2009, and is payable in monthly installments of principal and interest, bearing interest at 5.55%. The note is being amortized over a 30-year period and matures in June 2019, with a balloon principal payment due at maturity. The note is secured by residential property located in Texas that at December 31, 2009 had an approximate net book value of $4,973,000.

Year	Amount

2011	$	606,000
2012		637,000
2013		21,910,000
2014		74,000
2015		79,000
Thereafter		4,137,000

	$	27,443,000

~~The aggregate maturities of the long-term debt in each of the five years subsequent to December 31, 2009 and thereafter are as follows:~~37

Year	Amount
2010	$	572,000
2011		606,000
2012		637,000
2013		21,910,000
2014		74,000
Thereafter		4,217,000
	$	28,016,000

4.	Commitments and contingencies:

Commercial leases:

Wilshire leases commercial space to tenants for periods of up to seven years. Most of the leases contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Minimum rental income to be received from non-cancelable operating leases in the five years subsequent to December 31, ~~2009~~2010 is as follows:

Year	Amount
2010	$	1,315,000
2011	$	1,022,000
2011		746,000
2012		733,000
2012		464,000
2013		509,000
2013		273,000
2014		396,000
2014		133,000
2015		290,000
	$	2,931,000
2016		117,000
Thereafter		117,000
	$	3,184,000

The above amounts assume that all leases which expire are not renewed and, accordingly, neither minimum rentals nor rentals from replacement tenants are included.

Minimum future rentals do not include contingent or percentage rentals, which may be received under certain leases on the basis of the percentage of tenants’ reported sales volume or other factors. Rental income that is contingent on future events is not included in income until the contingency is resolved. Contingent rentals included in income for each of the three years in the period ended December 31, ~~2009~~ 2010 were not material.

Residential leases:

Lease terms for residential tenants are usually one year or less, which may or may not include incentive concessions to lease.

Headquarters lease:

Wilshire entered into an agreement to lease office space for its headquarters at ~~1 Gateway~~100 ~~Center~~Eagle inRock ~~Newark~~Avenue, East Hanover, New Jersey. The ~~effective date of the~~ lease isterm ~~April 1, 2005 and it~~ is ~~for a 65 month period with two renewal options, each for a~~ five~~-year~~ ~~period.~~years ~~The~~and ~~base~~three ~~rent in the lease is $29.00 per square foot, with Wilshire receiving five~~ months ofcommencing ~~free~~September ~~rent in the third year of the lease agreement. Base rental expense is recognized on a straight-line basis and amounts to $121~~1,~~000~~ ~~per year~~2010. The future minimum ~~rental~~lease payments ~~are $87,000~~ for the ~~year~~five ~~ending~~years subsequent to December 31, 2010. are as follows:

During 2007, the Company received a rent abatement in accordance with the lease for five months. Rental expense for all of the Company’s offices amounted to approximately $157,000 in 2009, $148,000 in 2008 and $93,000 in 2007.

Year	Amount
2011	$	66,000
2012		68,000
2013		69,000
2014		71,000
2015		67,000
Thereafter		-
	$	341,000

40Rental expense for all of the Company’s offices amounted to approximately $119,000 in 2010, $157,000 in 2009 and $148,000 in 2008.

Rights plan:

On December 3, 2008, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock. The dividend was paid on December 15, 2008 to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share, of the Company (the “Preferred Stock”) at a price of $6.50 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The description and terms of the Rights are set forth in a Qualified Offer Plan Rights Agreement dated as of December 4, 2008, as the same may be amended from time to time (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). The Rights Agreement provided that the Rights would expire on December 4, 2018 (the “Final Expiration Date”), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company.

Under the Rights Agreement, the rights are exercisable upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of common stock. Except in certain situations, a person or group of affiliated or associated persons becomes an Acquiring Person upon acquiring beneficial ownership of 20% or more of the outstanding shares of common stock. Subject to certain exceptions, any person or group of affiliated or associated persons owning 20% or more of such shares as of the time the execution of the Rights Agreement was announced in December 2008 shall not be deemed to be an Acquiring Person unless and until such time as such person or group shall, after the time of such announcement, become the beneficial owner of any additional shares of common stock.

In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock having a market value of two times the exercise price of the Right.

The Rights will not become exercisable in connection with a “Qualified Offer,” which is an all-cash tender offer for all outstanding common stock that is fully financed, remains open for a period of at least 60 business days, results in the offer or owning at least 85% of the common stock after consummation of the offer, assures a prompt second-step acquisition of shares not purchased in the initial offer at the same price as the initial offer and meets certain other requirements.

In connection with the adoption of the Rights Agreement, the Board of Directors also adopted an annual independent director evaluation mechanism. Under this mechanism, an independent Board committee will review, on an ongoing basis, the Rights Agreement and developments in rights plans generally, and, if it deems appropriate, recommend modification or termination of the Rights Agreement. This independent committee will report to the Company’s Board at least once each year as to whether the Rights Agreement continues to be in the best interests of the Company’s stockholders.

The Company's prior rights plan expired on August 31, 2008, pursuant to its terms.

Issuer Tender Offer:

On August 10, 2009, the Company announced the commencement of a tender offer to purchase shares of its common stock. The Company offered to purchase up to 4,000,000 shares of its common stock at a price of $2.00 per share for a maximum aggregate purchase price of $8,000,000. As a result of the tender offer, the Company purchased and retired 4,047,380 shares of its common stock at a purchase price of $2.00 per share, for an aggregate purchase price of $8,094,760. The 4,047,380 shares purchased pursuant to the tender offer are comprised of the 4,000,000 shares the Company offered to purchase and 47,380 shares purchased pursuant to the Company’s right under applicable securities laws to purchase up to an additional 2% of the Company’s outstanding shares without extending the tender offer.

Shares repurchase authorization:

On June 3, 2004, the Company announced that the Board of Directors had authorized the purchase of up to 1,000,000 shares of its common stock on the open market, in privately negotiated transactions or otherwise. This purchasing activity may occur from time to time, in one or more transactions. Through December 31, ~~2009~~2010, the Company had purchased 138,231 shares under this program at an approximate cost of $1,017,000 or $7.35 per share.

4139

5.	Stock option plans:

In June 2004, the Company’s stockholders approved the 2004 Stock Option and Incentive Plan (the “2004 Incentive Plan”). The purpose of the 2004 Incentive Plan is to encourage stock ownership by key employees and consultants of the Company, to provide additional incentive for them to promote the successful business operations of the Company, to encourage them to continue providing services to the Company, and to attract new employees and consultants to the Company. Awards under the 2004 Incentive Plan may be granted in any one or all of the following forms, as those terms are defined under the 2004 Incentive Plan: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted shares of common stock; (v) performance shares; (vi) performance units; and (vii) unrestricted shares of common stock. The maximum aggregate number of shares of common stock available for award under the 2004 Incentive Plan is 600,000, subject to adjustment under the terms of the 2004 Incentive Plan.

In June 2004, the Company’s stockholders approved the 2004 Non-Employee Director Stock Option Plan (the “2004 Director Plan”). The purpose of the 2004 Director Plan is to attract qualified personnel to accept positions of responsibility as directors of the Company, to provide incentives for persons to remain on the Board and to induce such persons to maximize the Company’s performance during the terms of their options. Only non-qualified stock options may be granted under the 2004 Director Plan. The maximum aggregate number of shares of common stock available for grant under the 2004 Director Plan is 150,000, subject to adjustment under the terms of the 2004 Director Plan. Upon adoption of the 2004 Director Plan, each non-employee director was granted 10,000 options to purchase common shares of the Company at fair market value on the date of grant and on each anniversary date of the 2004 Director Plan’s adoption will receive an additional 5,000 options to purchase common shares of the Company at fair market value on the date of grant.

In June 1995, the Company adopted two stock-based compensation plans (1995 Stock Option and Incentive Plan, the “Incentive Plan”; and 1995 Non-employee Director Stock Option Plan, the “Director Plan”) under which, up to 450,000 and 150,000 shares, respectively were available for grant. In 2003, 50,000 options were granted under the Incentive Plan and 5,000 options were granted under the Director Plan. In 2004, 5,000 options were granted under the Director Plan. The Incentive Plan and Director Plan expired ten years after their date of adoption. Accordingly, no additional awards may be granted under either of these plans.

Stock option grants under the 2004 Director Plan amounted to 35,000 options in 2009 and 25,000 in 2007. No options were granted under the 2004 Incentive Plan in ~~2009,~~ ~~2008~~2010 orand ~~2007~~2008.

The number and terms of the options granted under these plans are determined by the Company’s Compensation Committee (the Committee) based on the fair market value of the Company’s common stock on the date of grant. The period during which an option may be exercised varies, but no option may be exercised after ten years from the date of grant.

42The number of shares available for future issuance of stock options or grants is 32,500 at December 31, 2010.

~~A summary of option activity under the option plans as of December 31, 2009, 2008 and 2007, and changes during the year then ended is presented below:~~ 40

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Options Outstanding at January 1, 2009		130,000		$	6.27		6.5	$	-
Options granted		35,000			1.44		9.28		-
Options terminated and expired		(22,500	)		6.26		-		-
Options outstanding at December 31, 2009		142,500		$	5.03		6.3	$	-
Options exercisable at December 31, 2009		92,500		$	6.1		5.1	$	-

A summary of option activity under the option plans as of December 31, 2010, 2009 and 2008, during the years then ended is presented below:

	Shares			Weighted Average Exercise Price	~~Weighted Average Exercise Price~~		Weighted Average Remaining Contractual Term		~~Weighted Average Remaining Contractual Term~~	Aggregate Intrinsic Value		~~Aggregate Intrinsic Value~~
Options Outstanding at January 1, 2008		135,000			$	6.26				7.2		$	-
Options Outstanding at January 1, 2010		142,000		$	6.10			5.10		$	-
Options granted		-			-	-		-		-	-		-
Options exercised		-				-				-			-
Options terminated and expired		(20,000	)		1.65			8.10			-
Options terminated and expired		(5,000	)			6.00				-			-
Options outstanding at December 31, 2010		122,500		$	5.58			5.20		$	-
Options outstanding at December 31, 2008		130,000			$	6.27				6.5		$	-
Options exercisable at December 31, 2010		107,500		$	6.01			4.50		$	-
Options exercisable at December 31, 2008		91,500			$	5.95				5.9		$	-

	Shares			Weighted Average Exercise Price	~~Weighted Average Exercise Price~~		Weighted Average Remaining Contractual Term		~~Weighted Average Remaining Contractual Term~~	Aggregate Intrinsic Value		~~Aggregate Intrinsic Value~~
Options outstanding at January 1, 2007		120,000			$	6.15				7.5		$	192,000
Options Outstanding at January 1, 2009		130,000		$	6.27			6.50		$	-
Options granted		2535,000			1.44	~~5.60~~		9.28		~~9.5~~	-		-
Options exercised		~~(10,000~~-	)		-	~~3.32~~		-		-	-		~~21,000~~
Options terminated and expired		-(22,500	)		6.26	-		-		-	-		-
Options outstanding at December 31, 2007		135,000			$	6.26				7.2		$	-
Options outstanding at December 31, 2009		142,500		$	5.03			6.30		$
Options exercisable at December 31, 2007		63,250			$	5.73				6.1		$	-
Options exercisable at December 31, 2009		92,500		$	6.10			5.10		$	-
	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Options outstanding at January 1, 2008		135,000		$	6.26			7.20		$	-
Options granted		-			-			-			-
Options exercised					-			-			-
Options terminated and expired		(5,000)			6.00			-			-
Options outstanding at December 31, 2008		130,000		$	6.27			6.50		$	-
Options exercisable at December 31, 2008		91,500		$	5.95			5.90		$	-

Options for 35,000 ~~and 25,000~~ shares were granted during 2009 ~~and 2007, respectively,~~ with a weighted average grant date fair value of $1.01 ~~and $3.82~~ per share.

Options for 1615,000, 3316,~~250~~000 and 3733,~~000~~250 shares had vested during 2010, 2009, 2008 ~~and 2007~~, respectively, with a weighted average remaining contractual life of 6.7, 76.7 and 6 7.47 ~~years~~ and a weighted average grant date fair value of $25.0443, $12.9304 and $1.77 93 per share.

Options for 187,~~750~~500 shares will vest during ~~2010~~2011 with a weighted average grant date fair value of $13.7655 per share.

A summary of the status of the Company’s nonvested restricted shares as of December 31, ~~2009~~ 2010, and changes during the year ended December 31, ~~2009~~2010, is presented below:

	2009					2008					2007
	2010					2009					2008
				Weighted					Weighted					Weighted
				Average					Average					Average
Nonvested Shares				Average					Average					Average
				Grant Date					Grant Date					Grant Date
Nonvested Shares	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
Nonvested shares at the beginning of year		74,~~633~~089		$	3.9005		347,~~467~~633		$	73.6590		5934,~~100~~467		$	7.4865
Shares Granted		125,000			0.99		6,133			3.05		-			-
Shares granted		-					125,000			.99		6,133			3.05
Shares Vested		(2,711	)		3.50		(26,834	)		5.24		(24,633	)		5.59
Shares vested		2,045			3.05		(2,711	)		3.50		(26,834	)		5.24
Shares Forfeited		(125,833	)		1.05		(6,133	)		6.30		-			-
Shares forfeited		-					(125,833	)		1.05		(6,133	)		6.30
Nonvested shares at end of year		42,~~089~~044		$	3.05		74,~~633~~089		$	3.9005		347,~~467~~633		$	73.6590

The Company recognized compensation expense associated with the issuance of restricted shares of $92,000, $359,000 and $~~111~~35,000 for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, respectively.

4341

6.	Income taxes

The Company did not have any foreign operations included in continuing operations for the years ended December 31, ~~2009,~~2010 ~~2008~~ and ~~2007~~2009.

Provision (benefit) for income taxes consists of the following:

	2009				2008				2007
	2010			2009			2008
Continuing Operations:
Federal:
Current	$	~~(981,000~~-	)	$	$(981,000	~~(1,310,000~~)	)$	(1,310,000	$)	~~(1,194,000~~	)
Deferred		(~~140~~445,000	)		(140,000	~~100,000~~)		100,000		~~34,000~~
		(1,121,000	)			(1,210,000	)			(1,160,000	)
		(445,000	)		(1,121,000	)		(1,210,000	)
State:
Current		-			-	~~(10,000~~	)	(10,000)		~~25,000~~
Deferred		11(35,000	)		11,000	~~(123,000~~	)	(123,000	)	~~(186,000~~	)
		11,000				(133,000	)			(161,000	)
		(35,000	)		11,000			(133,000	)
Total Continuing	$	(1480,~~110,~~000	)	$	$(1,110,000	~~(1,343,000~~)	)$	(1,343,000	$)	~~(1,321,000~~	)
Discontinued Operations:
Real Estate:
Federal
Current	$	(~~285~~157,000	)	$	$(285,000	~~200,000~~)	$	200,000	$	~~107,000~~
Deferred		0-			-	0		-		0
		(285,000	)			200,000				107,000
		(157,000	)		(285,000	)		200,000
State:
Current		0-			-	~~44,000~~		44,000		~~21,000~~
Deferred		0-			-	0		-		0
		0				44,000				21,000
		-			-			44,000
Total Real Estate	$	(~~285~~157,000	)	$	$(285,000	~~244,000~~)	$	244,000	$	~~128,000~~
Oil and Gas:
Federal:
Current	$	0-		$	$-	0	$	-	$	0
Deferred		0-			-	0		-		0
		0				0				0
		-			-			-
State:
Current		0-			-	0		-		0
Deferred		0-			-	0		-		0
		0				0				0
		-			-			-
Foreign:
Current		0-			-	~~(85,000~~	)	(85,000)		0
Deferred		0-			-	0		-		0
		0				(85,000	)			0
		-			-			(85,000)
Total Oil & Gas	$	0			$	(85,000	)		$	0
Total Oil and Gas	$	-		$	-		$	(85,000)
Totals	$	(1666,~~395,~~000	)	$	$(1,395,000	~~(1,184,000~~)	)$	(1,184,000	$)	~~(1,193,000~~	)

4442

A reconciliation of the differences between the effective tax rate and the statutory U.S. income tax rate from continuing operations is as follows:

	2009								2008							2007
	2010					2009					2008
	Amount			%	%	Amount			~~Amount~~%		Amount		%	%		~~Amount~~			%
Federal income tax benefit at statutory rate	$	(1604,~~268,~~000	)	35.0	%	~~35.0~~$	%(1,268,000	)	$35.0	~~(1,135,000~~%	)$	(1,135,000	)	35.0	%	$	~~(941,000~~	)		~~35.0~~	%
State tax expense (benefit) including Federal impact		55,000				(1.5	)			(130,000	)			4.0			(105,000	)		3.9
Change in Federal valuation allowances		414,000		(24.0)	%
Dividend exclusion		-				0.0				(22,000	)			0.7			(41,000	)		1.5
State tax expense (benefit) including Federal benefit		(42,000)		2.4	%		55,000		(1.5)			(130,000	)	4.0
Tax-exempt interest		(1,000	)			0.0				(67,000	)			2.1			(88,000	)		3.3
Dividend exclusion							-		0.0			(22,000	)	0.7
Other		104,000				(2.9	)			11,000				(0.3	)		(146,000	)		5.4
Tax-exempt interest		-					(1,000	)	0.0			(67,000	)	2.1
Total tax benefit / Effective tax rate (benefit)	$	(1,110,000	)			30.6	%		$	(1,343,000	)			41.5	%	$	(1,321,000	)		49.1	%
Other Equity based compensation		14,000		(0.8)	%		104,000		(2.9)			11,000		(0.3)
Prior year end true ups		(262,000)		15.2	%
Total tax benefit / Effective tax rate (benefit)	$	(480,000	)	27.8	%	$	(1,110,000	)	30.6	%	$	(1,343,000	)	41.5%

Significant components of net deferred tax liabilities as of December 31, ~~2009~~2010 and ~~2008~~2009 were as follows:

	2009		2008
	2010		2009
Deferred tax assets:
State net loss carryover	$	443,000	$	265,000
Federal net operations loss carry forward	$	828,000	$	-
Accrued liabilities		80,000		-
State net loss carry forward		556,000		443,000
Deferred income		73,000		70,000
Accrued liabilities		1,000		80,000
Capital loss carryover		59,000		-
Deferred income		91,000		73,000
		655,000		335,000
Capital loss carryover		59,000		59,000
Less valuation allowance		222,000		-
		1,535,000		655,000
		433,000		335,000
Less valuation allowance		691,000		222,000
		844,000		433,000
Deferred tax liabilities
Tax over book depreciation, depletion and amortization - Oil and gas and real estate properties - U.S.		~~875~~927,000		~~923~~875,000
Restricted stock		2223,000		522,000
Unrealized loss on marketable securities		-		~~4,000~~-
		897,000		932,000
		950,000		897,000
Net deferred tax liabilities	$	~~464~~106,000	$	~~597~~464,000

~~Although the~~The Company ~~anticipates~~has ~~that~~net ~~future~~operating ~~profitability~~loss ~~from~~carry ~~operations~~forwards ~~and~~of ~~potential tax planning strategies will enable it to utilize its state tax loss carry-forwards~~$2,363,149 ~~a valuation allowance has been provided~~ for afederal ~~portion of this deferred~~ tax ~~asset~~purposes inand ~~the amount of~~ $~~222~~11,~~000. This~~849,686 ~~amount~~for ~~has~~state ~~been provided since the Company believes it is more likely than not that the deferred~~ tax ~~asset will not be fully realized~~purposes. ~~The Company’s position with respect to the likelihood of recoverability of this deferred tax asset will be evaluated each reporting period.~~

Although the Company anticipates that future profitability from operations and potential tax planning strategies will enable it to utilize its tax loss carry-forwards, a valuation allowance has been provided for a portion of this deferred tax asset in the amount of $277,000 and $414,000 for the state and federal tax loss carry forwards, respectively. This amount has been provided since the Company believes it is more likely than not that the deferred tax asset will not be fully realized. The Company’s position with respect to the likelihood of recoverability of this deferred tax asset will be evaluated each reporting period.

The Company believes that there are no uncertain tax positions that fail to meet the more likely than not recognition threshold to be sustained upon examination. As such, a tabular presentation of those tax benefits taken that do not qualify for recognition is not presented.

From time to time, the Company may be assessed interest or penalties by its tax jurisdictions, although, historically, there have been no such assessments and the Company believes that any potential future assessments would be minimal and immaterial to the Company’s results of operations and financial position. In the event the Company receives an assessment for interest and/or penalties, it would be classified in the consolidated financial statements as general and administrative expense.

7.	Segment information:

Wilshire has determined that it has two reportable segments within its continuing operations: residential properties and commercial properties. These reportable segments have different types of customers and are managed separately because each requires different operating strategies and management expertise. The residential property segment has two separate properties and the commercial segment has three properties. The accounting policies of the segments are the same as those described in Note 1.

Wilshire assesses and measures segment operating results based on net operating income (“NOI”), which is a direct measure of each property’s contribution to the results of the Company before considering revenues from treasury activities, overhead expenses and other costs that are not directly related to the performance of a property. The Company believes NOI is a more descriptive measure of the Company’s performance than income (loss) from continuing operations. NOI is not a measure of operating results or cash flow as measured by generally accepted accounting principles, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Continuing real estate revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to consolidated income (loss) from continuing operations for each of the three years in the period ended December 31, ~~2009~~2010. Asset information is not reported since Wilshire does not use this measure to assess performance.

	2009			2008			2007
	2010			2009			2008
Real estate revenue:
Residential	$	7,~~663~~596,000		$	7,~~770~~663,000		$	7,~~765~~770,000
Commercial		1,~~257~~053,000			1,~~433~~257,000			1,~~655~~433,000
Totals	$	8,~~920~~649,000		$	98,~~203~~920,000		$	9,~~420~~203,000
Real estate operating expenses:
Residential	$	54,~~143~~977,000		$	5,~~192~~143,000		$	5,~~174~~192,000
Commercial		~~714~~702,000			~~700~~714,000			~~689~~700,000
Totals	$	5,~~857~~679,000		$	5,~~892~~857,000		$	5,~~863~~892,000
Net operating income (“NOI”):
Residential	$	2,~~520~~619,000		$	2,~~578~~520,000		$	2,~~591~~578,000
Commercial		~~543~~351,000			~~733~~543,000			~~966~~733,000
Totals	$	32,~~063~~970,000		$	3,~~311~~063,000		$	3,~~557~~311,000
Capital improvements:
Residential	$	~~484~~402,000		$	~~180~~484,000		$	~~312~~180,000
Commercial		69271,000			7769,000			~~132~~77,000
Totals	$	~~553~~673,000		$	~~257~~553,000		$	~~444~~257,000
Reconciliation of NOI to consolidated loss from continuing operations:
Segment NOI	$	32,~~063~~970,000		$	3,~~311~~063,000		$	3,~~557~~311,000
Total other income, including net investment income		3615,000			~~227~~36,000			~~576~~227,000
Depreciation and amortization expense		(1,148,000	)		(1,188,000	)		(1,368,000	)
Depreciation		(1,125,000	)		(1,148,000	)		(1,188,000	)
General and administrative expense		(31,~~865~~998,000	)		(3,~~816~~865,000	)		(3,~~617~~816,000	)
Interest expense		(1,~~708~~587,000	)		(1,~~776~~708,000	)		(1,~~837~~776,000	)
Income tax benefit		1480,~~110,~~000			1,~~343~~110,000			1,~~321~~343,000
Loss from continuing operations	$	(21,~~512~~245,000	)	$	(12,~~899~~512,000	)	$	(1,~~368~~899,000	)

8.	Preferred Stock

The Company is authorized to issue up to 1,000,000 shares of preferred stock, par value $1.00 per share. At December 31, ~~2009~~2010 and ~~2008~~2009, there were no shares of preferred stock outstanding. The preferred stock may be issued in one or more series, from time to time, with each such series to have such designation, powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restriction thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Company, subject to the limitations prescribed by law and in accordance with the provisions set forth in the Certificate of Incorporation of the Company.

9.	Fair value of financial instruments

The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash equivalents, accounts receivable, and accounts payable reasonably approximate their fair values due to the short maturities of these items.

Mortgage notes payable have an estimated fair value based on discounted cash flow models of approximately $2827.35 million at December 31, ~~2009~~2010, which is greater than the carrying value by $~~300~~63,000. At December 31, ~~2008~~2009, mortgage notes payable had an estimated fair value based on discounted cash flow models of approximately $2928.3 million at December 31, ~~2008~~2009, which is greater than the carrying value by $1300,000.~~4 million.~~

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, ~~2009~~2010.

10.	Other matters

Legal Matters

On or about July 31, 2009, James Robert Soprito, individually and as successor-in-interest to Josephine Soprito, as Decedent; Cindy Maguglin and Donna Tryon (collectively, "Plaintiffs"), filed a Complaint for Damages in the Superior Court of the State of California for the County of San Francisco against numerous defendants, including the Company. Plaintiffs are seeking damages based on claims of, among other things, wrongful death, negligence, strict liability, enterprise liability, and premises liability. These claims are based on the allegation that the decedent and others suffered injuries as a result of exposure to asbestos materials at certain unspecified times in the past. The Company ~~presented~~sold ~~materials~~its inoil ~~support~~and ofgas abusiness ~~request that~~in ~~the~~2004 ~~Company~~and does not believe it should be ~~included~~named as a party in the case. OnThe Company orwas ~~about~~granted ~~March~~an ~~22,~~extension ~~2010~~of time to answer, move or otherwise respond to the Complaint pending the Plaintiff's ~~counsel~~evaluation ~~filed~~of amaterials ~~notice~~submitted by the Company in support of ~~dismissal,~~its byposition ~~which~~that ~~Plaintiffs~~it ~~dismissed their~~should ~~claims~~not be named as a party. In March 2010, this case against the Company ~~without~~was ~~prejudice~~entirely ~~and~~dismissed without ~~costs~~ reservation.

4745

11.	Quarterly data (Unaudited)

The following represents the Company’s consolidated results of operations for each quarter for the years ended December 31, ~~2009~~2010 and ~~2008~~2009. The earnings (loss) per share amounts may not total to the earnings (loss) per share for the full year.

	Quarter Ended
	March 31			June 30	~~June 30~~		September 30		~~September 30~~	December 31			~~December 31~~
2009:
2010:
Revenues	$	2,~~279~~191,000		$	$2,169,000	~~2,261,000~~	$	2,164,000	$	~~2,234,000~~$	2,125,000		$	~~2,146,000~~
Costs and expenses:
Operating expenses		1,~~334~~367,000			1,362,000	~~1,449,000~~		1,452,000		~~1,520,000~~	1,498,000			~~1,554,000~~
Depreciation and amortization expense		~~321~~302,000			272,000	~~265,000~~		279,000		~~272,000~~	272,000			~~290,000~~
General and administrative		1519,~~297,~~000			521,000	~~868,000~~		447,000		~~826,000~~	511,000			~~874,000~~
Total costs and expenses		2,~~952~~188,000			2,155,000	~~2,582,000~~		2,178,000		~~2,618,000~~	2,281,000			~~2,718,000~~
Loss from operations		(673,000	)			(321,000	)			(384,000	)			(572,000	)
Income (Loss) from operations		3,000			14,000			(14,000	)		(156,000	)
Dividend and interest income		163,000			2,000	~~9,000~~		1,000		~~5,000~~	2,000			~~3,000~~
Other income		25,000			-	-		-		-	2,000			~~1,000~~
Interest expense		(~~429~~410,000	)		(412,000	~~(437,000~~)	)	(415,000	)	~~(422,000~~	)(350,000	)		~~(420,000~~	)
Loss before benefit from income taxes		(1399,~~084,~~000	)		(396,000	~~(749,000~~)	)	(428,000	)	~~(801,000~~	)(502,000	)		~~(988,000~~	)
.
Income tax benefit		(~~415~~136,000	)		(142,000	~~(264,000~~)	)	(159,000	)	~~(281,000~~	)(43,000	)		~~(150,000~~	)
Loss from continuing operations		(~~669~~263,000	)		(254,000	~~(485,000~~)	)	(269,000	)	~~(520,000~~	)(459,000	)		~~(838,000~~	)
Discontinued operations - real estate, net of taxes		(~~148~~45,000	)		(52,000	~~(105,000~~)	)	(32,000	)	~~(56,000~~	)(111,000	)		~~(156,000~~	)
Discontinued operations - oil & gas, net of taxes		86,000				(73,000	)			104,000				101,000
Discontinued operations - oil and gas, net of taxes		(10,000	)		21,000			(8,000	)		13,000
Net loss	$	(~~731~~318,000	)	$	$(285,000	~~(663,000~~)	)$	(309,000	$)	~~(472,000~~$	)(557,000	)	$	~~(893,000~~	)
Basic earnings (loss) per share:
Basic loss per share:
Continuing operations	$	(0.0807	)	$	$(0.06	~~(0.06~~)	)$	(0.06	$)	~~(0.07~~$	)(0.11	)	$	~~(0.21~~	)
Discontinued operations		(0.01	)		(0.01	~~(0.02~~)	)	(0.01	)	~~0.00~~	( 0.02	)		~~( 0.01~~	)
Net loss	$	(0.0908	)	$	$(0.07	~~(0.08~~)	)$	(0.07	$)	~~(0.07~~$	)(0.13	)	$	~~(0.22~~	)
Diluted earnings (loss) per share:
Diluted loss per share:
Continuing operations	$	(0.0807	)	$	$(0.06	~~(0.06~~)	)$	(0.06	$)	~~(0.07~~$	)(0.11	)	$	~~(0.21~~	)
Discontinued operations		(0.01	)		(0.01	~~(0.02~~)	)	(0.01	)	~~0.00~~	( 0.02	)		~~( 0.01~~	)
Net loss	$	(0.0908	)	$	$(0.07	~~(0.08~~)	)$	(0.07	$)	~~(0.07~~$	)(0.13	)	$	~~(0.22~~	)

4846

		Quarter Ended
		March 31			June 30	~~June 30~~		September 30		~~September 30~~	December 31			~~December 31~~
2008:
2009:
Revenues	$	$2,279,000	~~2,251,000~~		$ 2,261,000	$	~~2,323,000~~	$ 2,234,000		$	$ 2,~~334~~146,000			$	~~2,295,000~~
Costs and Expenses:
Costs and expenses:
Operating expenses			1,~~432~~334,000			1,449,000	~~1,472,000~~		1,520,000		~~1,469,000~~	1,554,000			~~1,519,000~~
Depreciation and amortization expense			~~326~~321,000			265,000	~~292,000~~		272,000		~~284,000~~	290,000			~~286,000~~
General and administrative			~~743~~1,297,000			868,000	~~1,054,000~~		826,000		~~1,051,000~~	874,000			~~968,000~~
Total costs and expenses			2,~~501~~952,000			2,582,000	~~2,818,000~~		2,618,000		~~2,804,000~~	2,718,000			~~2,773,000~~
Loss from Operations			(250,000	)			(495,000	)			(470,000	)			(478,000	)
Loss from operations			(673,000	)		(321,000	)		(384,000	)		(572,000	)
Dividend and interest income			~~138~~16,000			9,000	~~134,000~~		5,000		~~80,000~~	3,000			~~63,000~~
Gain (loss) on sale of marketable securities							~~(553,000~~	)							~~365,000~~
Other income (loss)			12,000			-	-		-		-	1,000			~~(1,000~~	)
Interest Expense			(465,000	)			(428,000	)			(443,000	)			(440,000	)
Interest expense			(429,000	)		(437,000	)		(422,000	)		(420,000	)
Loss before benefit from income taxes			(~~576~~1,084,000	)		(749,000	~~(1,342,000~~)	)	(801,000	)	~~(833,000~~	)(988,000	)		~~(491,000~~	)
Income Tax Benefit			(263,000	)			(476,000	)			(380,000	)			(224,000	)
Income tax benefit			(415,000	)		(264,000	)		(281,000	)		(150,000	)
Loss from Continuing Operations			(313,000	)			(866,000	)			(453,000	)			(267,000	)
Loss from continuing operations			(669,000	)		(485,000	)		(520,000	)		(838,000	)
Discontinued Operations – Real Estate Gain from Sales			61,000				686,000				-				59,000
Discontinued operations – real estate gain from sales
Discontinued Operations - Real Estate, Net of Taxes			(92,000	)			(178,000	)			(120,000	)			(202,000	)
Discontinued operations - real estate, net of taxes			(148,000	)		(105,000	)		(56,000	)		(156,000)
Discontinued Operations - Oil & Gas, Net of Taxes			40,000				(130,000	)			277,000				137,000
Discontinued operations - oil and gas, net of taxes			86,000			(73,000	)		104,000			101,000
Net loss		$	(~~304~~731,000	)	$	$(663,000	~~(488,000~~)	)$	(472,000	$)	~~(296,000~~$	)(893,000	)	$	~~(273,000~~	)
Basic earnings (loss) per share:
Continuing operations		$	(0.0408	)	$	$(0.06	~~(0.11~~)	)$	(0.07	$)	~~(0.06~~$	)(0.21	)	$	~~(0.03~~	)
Discontinued operations			(0.0001	)		(0.02	~~0.05~~)		0.00		~~0.02~~	(0.01	)		~~(0.00~~	)
Net loss		$	(0.0409	)	$	$(0.08	~~(0.06~~)	)$	(0.07	$)	~~(0.04~~$	)(0.22	)	$	~~(0.03~~	)
Diluted earnings (loss) per share:
Continuing operations		$	(0.0408	)	$	$(0.06	~~(0.11~~)	)$	(0.07	$)	~~(0.06~~$	)(0.21	)	$	~~(0.03~~	)
Discontinued operations			(0.0001	)		(0.02	~~0.05~~)		0.00		~~0.02~~	(0.01	)		~~(0.00~~	)
Net loss		$	(0.0409	)	$	$(0.08	~~(0.06~~)	)$	(0.07	$)	~~(0.04~~$	)(0.22	)	$	~~(0.03~~	)

12.	Subsequent Events

The Company’s Board of Directors adopted an amendment to the Rights Plan, which has the effect of terminating the Rights Plan as of March 11, 2010. Accordingly, the Rights Plan has no further force or effect.

49As described in the definitive proxy statement filed with the SEC on February 2, 2011 (the “Proxy Statement”), the Company’s Board of Directors (the “Board of Directors”), based upon the recommendation of a special committee of the Board of Directors comprised solely of independent directors, unanimously authorized and recommended that shareholders approve a 1-for-500 reverse stock split (the “Reverse Stock Split”) of our common stock, par value $1.00 per share (“Common Stock”), followed immediately by a 500-for-1 forward stock split (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Transaction”). The Reverse Stock Split and Forward Stock Split together enable the Company to cease its periodic reporting obligations under the Exchange and thereby forgo many of the expenses associated with operating as a public company subject to SEC reporting obligations. On February 25, 2011, the Company held its annual meeting of stockholders (the “Meeting”) as described in the Proxy Statement. At the Meeting the Company’s stockholders approved two amendments to the Company’s Certificate of Incorporation to affect the Reverse Stock Split and Forward Stock Split. On February 28, 2011, the Company filed certificates of amendment to Wilshire's Certificate of Incorporation, effecting the Reverse Stock Split and Forward Stock Split, each effective as of March 2, 2011. The company expects to terminate the registration of the Common Stock under the Exchange Act promptly following the filing of this Annual Report on Form 10-K with the SEC. The cash impact of the transaction was $374,000 in reverse stock split costs, and $142,000 in legal counsel review costs, which had no impact on the financial statements for the years ended December 31, 2010 and 2009.

~~Item 15~~47

Real Estate and Accumulated Depreciation

December 31, ~~2009~~2010

($ in 000s)

Column A	Column B		Column C Initial Cost				Column D Costs Capitalized Subsequent To Acquisition				Column E Gross Amount At Which Carried as of December 31, ~~2009~~2010						Column F		~~Column H~~	Column H	~~Column I~~	Column I
Description	Encumbrances		Land		Building & Improvements		Land		Building & Improvements		Land		Building & Improvements		Total		Accumulated Depreciation		~~Date Acquired~~	Date Acquired	~~Life on Which Depreciation is Computed~~	Life on Which Depreciation is Computed
Arizona
340 unit garden apartment complex	$	9,~~657~~466	$	800	$	5,600	$	-0-	$	3,~~713~~795	$	800	$	9,~~313~~395	$	10,~~113~~195	$	5,~~333~~604	~~1992~~		~~Various~~1992	Various
51,000 square foot office building	$	3,~~430~~314	$	313	$	2,384	$	-0-	$	2,~~289~~366	$	313	$	4,~~673~~750	$	45,~~986~~063	$	2,~~735~~868	~~1992~~		~~Various~~1992	Various
Texas
228 unit apartment complex	$	3,~~971~~892	$	620	$	3,015	$	-0-	$	3,~~240~~295	$	620	$	6,~~255~~310	$	6,~~875~~930	$	3,~~452~~630	~~1992~~		~~Various~~1992	Various
180 unit apartment complex	$	4,~~550~~490	$	805	$	4,450	$	-0-	$	1,~~260~~364	$	805	$	5,~~710~~814	$	6,~~515~~619	$	1,~~542~~720	~~2001~~		~~Various~~2001	Various
New Jersey
132 unit apartment complex	$	4,~~513~~423	$	480	$	3,541	$	-0-	$	~~838~~999	$	480	$	4,~~379~~540	$	45,~~859~~020	$	12,~~999~~158	~~1997~~		~~Various~~1997	Various
Other residential	$	1,~~895~~858	$	312	$	2,397	$	-0-	$	1,~~119~~120	$	312	$	3,~~516~~517	$	3,~~828~~829	$	1,~~782~~875	~~Various~~	Various	~~Various~~	Various
Other office/retail	$	-0-	$	435	$	1,948	$	-0-	$	3,~~649~~862	$	435	$	5,~~597~~810	$	6,~~032~~245	$	1,~~836~~945	~~Various~~	Various	~~Various~~	Various
Land held for development	$	-0-	$	655	$	-0-	$	-0-	$	-0-	$	655	$	-0-	$	655	$	-0-	~~Various~~	Various	~~Various~~	Various
	$	2827,~~016~~443	$	4,420	$	23,335	$	-0-	$	16,~~108~~801	$	4,420	$	3940,~~443~~136	$	4344,~~863~~556	$	1819,~~679~~800

The changes in real estate for the three years ended December 31, ~~2009~~2010, are as follows ($ in 000s) :

	2009		2008			2007
	2010		2009			2008
Balance at beginning of year	$	4344,~~514~~072	$	4443,~~579~~514		$	44,~~353~~579
Property acquisitions		-		-			-
Improvements		~~558~~744		~~257~~558			~~882~~257
Retirements/disposals		-		~~(1,322~~-	)		(~~656~~1,322	)
Balance at end of year	$	44,~~072~~816	$	4344,~~514~~072		$	4443,~~579~~514

The aggregate cost of land, buildings and improvements, before depreciation, for Federal income tax purposes at December 31, ~~2009~~2010 was $4344,~~251~~002.

The changes in accumulated depreciation, for the three years ended December 31, ~~2009~~ 2010, are as follows:

	2009		2008			2007
	2010		2009			2008
Balance at beginning of year	$	1718,~~664~~812	$	1617,~~960~~664		$	1516,~~666~~960
Depreciation for year		1,~~148~~125		1,~~188~~148			1,~~373~~188
Retirements/disposals		0		~~(484~~0	)		(79484	)
Balance at end of year	$	1819,~~812~~937	$	1718,~~664~~812		$	1617,~~960~~664

5048

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed only to provide reasonable assurance that they will meet their objectives that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)) pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, ~~2009~~ 2010.

Changes in internal control over financial reporting.

Management has determined that, as of December 31, ~~2009~~2010, there were no changes in our internal control over financial reporting that occurred during the quarter then ended that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control ~~Over~~over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2009~~2010. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee.

Based on this assessment, management determined that, as of December 31, ~~2009~~2010, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

This 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 ~~temporary~~ rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Annual Report.

Item 9B.

Other Information

~~The following~~On ~~matters~~March ~~were~~2, ~~submitted~~2011, toDavid aMorrow, ~~vote of~~ the Company’s ~~stockholders~~Executive atVice ~~its Annual~~President ~~Meeting~~and ~~held~~Chief onOperating ~~December 29~~Officer, ~~2009,~~was ~~and~~appointed to the ~~votes~~additional ~~cast~~position ~~were~~of asPrincipal ~~set~~Accounting ~~forth below:~~Officer of the Company.

~~(i) The election of two directors of the Company to serve as directors of the Company until the expiration of their terms. The votes cast were as follow:~~49

	For		Withheld
Milton Donnenberg		2,551,283	45,866
S. Wilzig Izak		2,550,856	46,293

Mr. Donnenberg and Ms. Izak were re-elected as directors at the annual meeting. The names of each other director whose term of office as a director continued after the annual meeting are as follows: Miles Berger, Eric J. Schmertz, Esq., James Orphanides, and Martin Willschick. Mr. Orphanides resigned frm the Board of Directors effective January 15, 2010.

(ii) Ratification of the appointment of J.H. Cohn LLP as the Company’s auditors for 2009. The votes cast were as follows:

		For				Against				Abstain
			2,571,686				22,155				3,308

PART III

Certain information required by Part III is incorporated by reference to Wilshire’s definitive proxy statement for its 2010 Annual Meeting of Stockholders (the “Proxy Statement”). Only those sections of the Proxy Statement that specifically address the items set forth in this Annual Report are incorporated by reference from the Proxy Statement into this Annual Report.

Item 10.

Directors, Executive Officers and Corporate Governance

~~The Company~~Board ~~responds~~of ~~to this Item by incorporating by reference the material responsive to this Item in the Company's Proxy Statement.~~Directors

The ~~information~~ ~~concerning~~following ~~Wilshire’s~~table ~~executive~~provides ~~officers~~information ~~required~~regarding bythe ~~this~~members ~~item~~of ~~is included~~our inBoard ~~Item 3A~~ of ~~this Annual Report on Form 10-K.~~Directors:

Name	Class	Principal Occupation and Age (a)	Year Became Director of the Company

Miles Berger	I	Chairman of Berger Organization, Real Estate Management and Development Company, Newark, NJ Age 58		2002
Milton Donnenberg	II	Formerly President, Milton Donnenberg Assoc., Realty Management, Carlstadt, NJ Age 87		1981
S. Wilzig Izak	II	Chairman of the Board since September 1990; Chief Executive Officer since May 1991; Executive Vice President (1987-1990); prior thereto, Senior Vice President Age 52		1987
W. Martin Willschick	III	Manager, Capital Markets, City of Toronto, Canada Age 59		1997

(a) Except as indicated above, no director is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act or any company registered as an investment company under the Investment Company Act of 1940.

Director Profiles

Miles Berger, Chairman and Chief Executive Officer of the Berger Organization LLC, has been with the Berger Organization for over 30 years and is responsible for leading the Berger Organization’s residential, hospitality and commercial operations that encompass more than 1 million square feet of space. Through his experience as a major real estate owner and developer in the New York-New Jersey metropolitan area, Mr. Berger brings to the Board decades of expertise in the real estate industry, including his close familiarity with the challenges of real estate development.

Milton Donnenberg was formerly the President of Milton Donnenberg Associates and, prior to that, from 1972 to 1976, was President of Albert M. Greenfield of N.J., a firm that marketed and managed commercial and multi-family properties as well as shopping centers in New Jersey. Mr. Donnenberg is an experienced real estate appraiser. His knowledge of the value of real estate contributes to the Board’s understanding of the real estate industry and assists the Board in properly evaluating and making decisions regarding its real property inventory.

S. Wilzig Izak has been the Chairman of the Board of Wilshire Enterprises, Inc. since September 1990 and has been Wilshire’s Chief Executive Officer since May 1991. Ms. Izak’s service as CEO and as a director on the Board creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspectives on the business. In addition, having the CEO on our Board provides our Company with decisive and effective leadership. In addition, Ms. Izak brings her strategic vision for our Company to the Board.

W. Martin Willschick is Manager of Capital Markets for the City of Toronto. He is responsible for the investment management of the City’s short-term and reserve funds’ portfolios of approximately $4.0 billion in assets and debt issuance between $250 to $500 million annually as well as alternative financing and the letters of credit function. Mr. Willschick, with an MBA from the University of Pennsylvania, the Wharton School of Business, brings extensive knowledge of the financial and capital markets with 25 years experience to the Board, as well as essential familiarity with banking practices and processes.

Executive Officers

The following table sets forth the name and age of each executive officer of the Company. Each officer is appointed by the Company’s Board of Directors. Unless otherwise indicated, the persons named below have held the position indicated for more than the past five years.

Name and Age	Executive Officer of The Company Since	Position with the Company and Business Experience

S. Wilzig Izak, Age 52	1987	Chairman of the Board of the Company since September 20, 1990; Chief Executive Officer since May 1991; Executive Vice President (1987-1990); prior thereto, Senior Vice President

David Morrow, Age 51	November 2010	Executive Vice President and Chief Operating Officer of the Company since November 30, 2011 and Principal Accounting Officer of the Company since March 2, 2011; President, Berkeley Management, Inc. May 2009 – October 2010; Director, Asset Management DRA Advisors, LLC August 2002 – April 2009; Director, Retail Operations, The Rouse Company March 1993 – August 2002.
Francis J. Elenio, Age 44*	September 2006	Chief Financial Officer, Secretary and Treasurer of the Company since September 2006; Chief Financial Officer of Premier Wealth Management, Inc. since September 2007; Chief Financial Officer of Webcollage, Inc. (March 2006 - August 2006); Interim Chief Financial Officer of TWS Holdings, Inc. (November 2005 - March 2006); Chief Financial Officer and Director of Roomlinx, Inc. (April 2004 - November 2005); Chief Financial Officer, Secretary and Treasurer of GoAmerica, Inc. (January 1999 - August 2003) *Resigned 2/28/11

Relationships Among Directors or Executive Officers

Mr. Donnenberg is Ms. Izak’s uncle by marriage and Mr. Willschick is Ms. Izak’s first cousin; otherwise, there are no family relationships existing between the officers and directors of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers, and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with respect to our equity securities with the Securities and Exchange Commission. All reporting persons are required to furnish us with copies of all reports that such reporting persons file with the SEC pursuant to Section 16(a). Based on our records and other information, we believe that in 2010 our directors and our executive officers who are subject to Section 16 met all applicable filing requirements.

The Audit Committee

The Audit Committee of the Board of Directors serves to: (a) oversee the accounting and financial reporting processes of the Company, internal controls of the Company, and audits of the financial statements of the Company; (b) assist the Board of Directors in its oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, (iv) the performance of the Company’s internal audit functions and its independent auditors, and (v) the accounting and financial reporting processes of the Company; and (c) prepare the Audit Committee report for inclusion in the proxy statement as required by the SEC.

The members of the Audit Committee are Mr. Willschick (Chair) and Mr. Donnenberg.

The Board of Directors has determined that W. Martin Willschick constitutes an “audit committee financial expert”, as such term is defined by the SEC. Mr. Willschick has been determined to be “independent” within the meaning of SEC and NYSE Amex regulations.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website (http:// www.wilshireenterprisesinc.com) under the caption “Corporate Policies.”

The Company has adopted a Code of Conduct for its officers and employees. A copy of the Code of Conduct is available on the Company’s website (http://www.wilshireenterprisesinc.com) under the caption “Corporate Policies.”

Item 11.

Executive Compensation

~~The Company~~EXECUTIVE ~~responds to this Item by incorporating by reference the material responsive to this Item in the Company's Proxy Statement.~~COMPENSATION

Summary of Cash and Certain other Compensation

The following table sets forth, for the years ended December 31, 2010, and 2009, a summary of the compensation earned by our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, who were our only executive officers during the years ended December 31, 2010 and December 31, 2009 (in the case of our Chief Executive Officer and Chief Financial Officer). We refer to the executive officers named in this table as the “Named Officers.” See the narrative following the table for information concerning the dollar amounts in the table.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	All Other Compensation ($)	Total ($)
S. Wilzig Izak Chairman of the Board (Chief Executive Officer)	2010 2009	300,000 266,671	0 200,000	41,957 29,818	341,957 496,489
David Morrow (1) Chief Operating Officer	2010	15,231	0	923	16,154
Francis J. Elenio (2) Chief Financial Officer	2010 2009	50,000 61,988	5,000 (3) 0	2,400 0	57,400 61,988

____________________________________________

(1)	On November 24, 2010, the Company entered into a letter agreement with Mr. Morrow under which, effective November 30, 2010, Mr. Morrow will serve as the Company’s Executive Vice President and Chief Operating Officer at an annual salary of $165,000.

(2)

Mr. Elenio joined the Company in September 2006 as its Chief Financial Officer. On September 4, 2007, the Company entered into a letter agreement with Mr. Elenio, under which he continues to serve as the Company's Senior Vice President and Chief Financial Officer at a reduced annual salary of $50,000, and also provides services to an unaffiliated company. His 2009 salary includes an additional $10,000 for additional work he performed in connection with the Company’s tender offer and the Company’s proxy solicitations. On February 15, 2011, Frank Elenio submitted his resignation from his position as Chief Financial Officer of the “Company, effective as of February 28, 2011.

(3)	On March 11, 2010, the Compensation Committee of the Board of Directors determined that Mr. Elenio should receive a one-time payment of $5,000 for work performed during 2010, payable in the Company’s common stock, which represented 4,132 shares at the time of the grant.

In the table above:

·	except as set forth below, no stock awards or option awards were granted to the Named Officers in 2010 or 2009 and they did not receive any non-equity incentive plan compensation or non-qualified deferred compensation earnings for those years;

·	“all other compensation” for Ms. Izak for (1) 2010 consists of $12,000 for travel expenses, $23,077 for unused vacation pay and a $6,880 match on her 401(k) contribution and (2) 2009 consists of $12,477 for an automobile allowance and $17,341 for unused vacation pay;

·	“all other compensation” for Mr. Morrow for 2010 consists of $923.06 for automobile expenses; and

·	“all other compensation” for Mr. Elenio consists of $2,400 match on his 401(k) contribution.

In March 2010, the Compensation Committee of the Board of Directors took the following actions affecting 2008 and 2009 compensation, which are reflected in the table above:

The Committee decided, based in part upon Ms. Izak’s extraordinary efforts during the proposed merger with NWJ Apartment Holdings Corp., that Ms. Izak’s bonus for 2008 would be $200,000. (Although the Committee had discussed Ms. Izak’s bonus for 2008 in the past during several Board meetings, a formal vote was not previously taken.) The Committee granted Ms. Izak a 2008 bonus as follows: $100,000 in cash compensation and $100,000 in shares of the Company’s Common Stock, which equated to 82,644 shares of Common Stock, based upon the closing stock price of $1.21 on March 15, 2010, which is currently valued at $28,925 based upon the Company’s closing price on December 9, 2010. This amount is included in the 2008 Bonus column as it was earned in 2008.

The Committee decided, based upon its review of Ms. Izak’s continued extraordinary efforts during 2009 related to a shareholder proxy dispute, the completed tender offer during 2009 and the resignation of the Company’s President and Chief Operating Officer, to grant Ms. Izak a $200,000 bonus for 2009. The bonus was paid entirely in stock, on account of the desire of the Compensation Committee to preserve cash for the Company, and equated to 165,289 shares of Common Stock based upon the closing stock price of $1.21 on March 15, 2010, which is currently valued at $57,851 based upon the Company’s closing price on December 9, 2010. This amount is included in the 2009 Bonus column as it was earned in 2009.

The Committee decided that Ms. Izak’s salary for 2009 should have been increased to $265,000 per year, which is less than the recommendation of an independent compensation consultant that Ms. Izak’s salary for 2009 be $300,000. Although the Committee had discussed increasing Ms. Izak's salary for 2009 during that year, they did not take formal action until 2010. Accordingly, the Committee decided to grant Ms. Izak a $40,000 retroactive pay increase for 2009, which was paid in cash during 2010. This amount has been included in the 2009 Salary column as it was earned in 2009.

The Committee granted Mr. Elenio, the Company’s former Chief Financial Officer, a payment of $5,000, payable in the Company’s common stock (representing 4,132 shares of common stock), for work performed during 2010. The $5,000 payment to Mr. Elenio has been included in the 2010 Bonus column as it was earned in 2010.

Grants of Plan Based Awards

Except as set forth above, none of the Named Officers received an option grant or a grant of restricted stock in 2010 or 2009.

Outstanding Equity Awards at December 31, 2010

The following table sets forth, for each of the Named Officers, information regarding stock options outstanding at December 31, 2010. All of the restricted stock awards previously granted to the Named Officers were fully vested as of December 31, 2010.

	Option Awards
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Option Exercise Price ($) (e)	Option Expiration Date (f)
S. Wilzig Izak		10,000	0	3.32	7/15/2012
David Morrow		0	0	0	0
Francis J. Elenio		0	0	0	0

In the table above, we are disclosing:

·	in column (b), the number of shares of our Common Stock underlying unexercised stock options that were exercisable as of December 31, 2010;

·	in column (c), the number of shares of our Common Stock underlying unexercised stock options that were not exercisable as of December 31, 2010; and

·	in columns (e) and (f), respectively, the exercise price and expiration date for each stock option that was outstanding as of December 31, 2010.

Options Exercised and Stock Awards Vested

No Named Officer exercised stock options during 2010 or 2009, and none had stock awards that vested during 2010 or 2009.

Employment Agreements and Other Arrangements with Executive Officers

On March 29, 2004, the Company provided S. Wilzig Izak, the Chairman of the Board and Chief Executive Officer, with a severance agreement. The agreement provides that on termination of her employment for any reason other than termination for Cause (as defined); she will receive a payment equal to $200,000. The agreement was amended on December 31, 2008 in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

Mr. Elenio joined the Company in September, 2006 as its Chief Financial Officer. On September 4, 2007, the Company entered into a letter agreement with Mr. Elenio, under which he continues to serve as the Company's Senior Vice President and Chief Financial Officer at a reduced annual salary of $50,000, and also provides services to an unaffiliated company.

On November 24, 2010, the Company entered into a letter agreement with Mr. Morrow under which Mr. Morrow will serve as the Company’s Executive Vice President and Chief Operating Officer at an annual salary of $165,000.

Compensation of Directors

The following table sets forth certain information regarding the compensation we paid to those persons who served as directors during 2010, other than Ms. Izak, as she did not receive compensation for serving as director of the Company during 2010. Mr. Orphanides joined the Board on January 9, 2009, and resigned effective January 15, 2010. None of our non-employee directors received a restricted stock award during 2010 and 2009.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Miles Berger		27,500		0		0		27,500
Milton Donnenberg		27,000		0		0		27,000
Eric J. Schmertz, Esq.		37,000		0		0		37,000
W. Martin Willschick		30,000		0		0		30,000
James M. Orphanides		6,000		0		0		6,000

In the table above:

·	when we refer to “Fees Earned or Paid in Cash”, we are referring to all cash fees that we paid or were accrued in 2010, including annual retainer fees, committee and/or chairmanship fees and meeting fees;

·	when we refer to amounts under “Option Awards”, we are referring to the aggregate grant date fair value in accordance with FASB ASC Topic 718, in accordance with current SEC rules;

the aggregate number of stock options outstanding at December 31, 2010 for each director in the table above is as follows: for Mr. Berger, 32,500; for Mr. Donnenberg, 27,500; for Mr. Schmertz, 27,500; and for Mr. Willschick, 30,000. Mr. Orphanides’ options expired in connection with his resignation in 2010.

Ernest Wachtel served the Company as a director from 1970 until his retirement in January 2009. He did not receive any fees in 2009. Mr. Wachtel currently serves as Director Emeritus, and does not receive Board fees.

Each non-employee director receives an annual fee of $11,000. Non-employee members of the Executive Committee also receive an annual fee of $4,000. Members of the Audit Committee and the Strategic Planning Committee also receive an annual fee of $5,000 and members of the Compensation Committee and Nominating Committee also receive an annual fee of $2,000. Effective in June 2009, the Chairpersons of the Strategic Planning, Audit and Compensation Committees receive an additional $1,000 per year for serving as such, the Chairperson of the Nominating Committee receives an additional $750 per year for serving as such and the presiding director receives an additional $2,000 for serving as such. (These new additional fees were paid to the appropriate persons in 2010, and are not included in the table above.) Each non-employee director also receives an additional fee of $750 for each meeting of the Board and each Committee thereof which such director attends. Ms. Izak does not receive any annual or per meeting fees for attending Board or Committee meetings.

Pursuant to the Company’s 2004 Non-employee Director Stock Option Plan (the “Outside Director Plan”), each of the Company’s non-employee directors received, on the date of the 2004 Annual Meeting, a stock option grant covering 10,000 shares of Common Stock, at an exercise price equal to the fair market value of the Common Stock on such date. The Outside Director Plan provides that any new non-employee director will receive a grant of 10,000 options at fair market value upon becoming a director and that on each Annual Meeting date after the 2004 Annual Meeting, each non-employee director will be granted an option covering 5,000 shares of Common Stock, at fair market value, so long as he or she continues to serve on the Board on the Annual Meeting date. The options vest in 25% installments beginning one year after the grant date. The Company did not hold an Annual Meeting in calendar 2010 and no additional options were granted pursuant to the Outside Director Plan in 2010.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maters

The ~~Company~~ ~~responds~~following tables set forth certain information, as of December 31, 2010, with respect to ~~this~~holdings ~~Item~~of bythe ~~incorporating~~Company’s Common Stock by ~~reference~~(i) each person the ~~material responsive~~Company tobelieves ~~this~~beneficially ~~Item~~owned inmore than 5% of the Company'’s ~~Proxy~~Common ~~Statement~~Stock as of December 31, 2010, (ii) each of the Company’s current directors and Named Officers, and (iii) all current directors and current executive officers as a group.

Equity Compensation Plan Information

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
5% or Greater Holders*:
Estate of Siggi B. Wilzig c/o Irene Tafel Vista Tax Group, LLC 120 Columbia Turnpike, Suite 3 Florham Park, NJ 07932	1,660,792 (2)	40.1%

~~The following~~* ~~table~~See ~~provides~~“Directors ~~information~~and asNamed ofExecutive ~~December~~Officers” ~~31,~~for ~~2009~~the ~~with respect to~~ shares ofbeneficially ~~the~~owned ~~Company’s~~by ~~common~~S. ~~stock~~Wilzig ~~that~~Izak, ~~may be issued under~~ the Company’s ~~existing~~ ~~equity~~Chairman ~~compensation plans, which consist~~ of the ~~(i)~~Board ~~1995 Stock Option~~ and ~~Incentive~~Chief ~~Plan,~~Executive (ii) 1995 Non-Employee Director Stock Option Plan, (iii) 2004 Stock Option and Incentive Plan, and (iv) 2004 Non-Employee Director Stock Option Plan, each of which has been approved by the Company’s shareholdersOfficer.

	(a) Number of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price Of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))
Equity compensation plans approved by security holders	142,500	$	5.03	567,924
Equity compensation plans not approved by security holders	-		-	-
Total	142,500	$	5.03	567,924

(1)

Each beneficial owner’s percentage ownership of Common Stock is determined by assuming that options, warrants and other convertible securities that are held by such person (but not those held by any other person) and that are exercisable or convertible within 60 days of December 31, 2010 have been exercised or converted. Options, warrants and other convertible securities that are not exercisable within 60 days of December 31, 2010 have been excluded. Unless otherwise noted, the Company believes that all persons named in the above table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

(2)	Mr. Wilzig, former Chairman and President of the Company, served as the Senior Consultant to the Company until his death on January 7, 2003. The table above reflects the Estate’s ownership as reported by the Estate.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class
Directors and Named Executives:
Miles Berger	35,000 (2)	*
Milton Donnenberg	43,962 (3)	1.1%
S. Wilzig Izak	791,701 (4)	19.1%
W. Martin Willschick	32,060 (5)	*
Francis J. Elenio	30,925	*
All directors and current executive officers as a group (5 persons)	933,648 (6)	22.1%

*	Less than one percent.

(1)

(2)	Includes 27,500 shares of stock that could be obtained by Mr. Berger upon the exercise of stock options exercisable within 60 days of December 31, 2010.

(3)	Includes 22,500 shares of stock that could be obtained by Mr. Donnenberg upon the exercise of stock options exercisable within 60 days of December 31, 2010.

(4)	Includes 10,000 shares of stock that could be obtained by Ms. Izak upon the exercise of stock options exercisable within 60 days of December 31, 2010.

(5)	Includes 25,000 shares of stock that could be obtained by Mr. Willschick upon the exercise of stock options exercisable within 60 days of December 31, 2010.

(6)	Includes 85,000 shares of stock that could be obtained by the current directors and current executive officers upon the exercise of stock options exercisable within 60 days of December 31, 2010.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

~~The Company~~Related ~~responds~~Party toTransactions ~~this~~Policy ~~Item~~and ~~by incorporating by reference the material responsive to this Item in the Company's Proxy Statement.~~Procedure

~~Item~~Our 14Audit Committee is responsible for the review, approval or ratification of “related-person transactions” between us or our subsidiaries and related persons. ~~Principal~~“Related ~~Accountant~~person” ~~Fees~~refers to a person or entity that is, or at any point since the beginning of the last fiscal year was a director, officer, nominee for director or 5% stockholder of us or is or was an immediate family member of such person or entity. The Audit Committee does not have a written policy regarding the approval of related party transactions. The Audit Committee applies its review procedures as a part of its standard operating procedures. In the course of its review and ~~Services~~approval or ratification of a related-party transaction, the Audit Committee will consider:

~~The Company~~· ~~responds~~the tonature ~~this~~of ~~Item by incorporating by reference~~ the ~~material responsive~~related toparty’s ~~this~~interest ~~Item~~ in the ~~Company's Proxy Statement.~~ transaction;

53· the material terms of the transaction, including, the amount involved and type of transaction;

·	the importance of the transaction to the related person and to us;

·	whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our stockholders; and

·	any other matters the Audit Committee deems appropriate.

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which the transaction is considered.

Since January 1, 2010, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with compensation as described in “Executive Compensation” above.

Director Independence

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors. Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee. The NYSE Amex (formerly the American Stock Exchange) has its own definition of independence. The Company’s Common Stock was traded on the NYSE Amex until January 26, 2010, under the symbol “WOC”. Effective January 27, 2010, the Company’s Common Stock is quoted on the Over the Counter (“OTC”) Electronic Bulletin Board maintained by the National Association of Securities Dealers, Inc. (“NASD”) under the symbol “WLSE”. Although the Company’s Common Stock is no longer listed on the NYSE Amex, pursuant to SEC regulations, the Company is required to disclose whether its directors are “independent” according to a specified definition. The Company has determined to utilize the NYSE Amex definition for these purposes along with SEC Rule 10A-3. All of the non-employee members of the Board, and, accordingly, all members of the Audit Committee, Compensation Committee and Nominating Committee of the Board, have been determined to be “independent” pursuant to the definition contained in the NYSE Amex’s Corporate Governance Rules and under the SEC’s Rule 10A-3.

Item 14.

Principal Accounting Fees and Services

Audit Fees and Related Matters

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by the Company’s independent accountants is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered and differences between the proposed fees and the final fees, if any.

Audit Fees

The aggregate fees incurred by the Company for the fiscal years ended December 31, 2010 and 2009, respectively, for professional services rendered by J.H. Cohn LLP, the Company’s Independent Registered Public Accounting Firm, in connection with (i) the audit of the Company’s annual financial statements and (ii) the review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q were 130,730 and $139,500, respectively.

Audit-Related Fees

The Company incurred $15,996 for fiscal year 2010 for Life Cycle Testing, IT audit review, workpapers and indexing review, and Internal Audit/Sox 404 of accounting controls procedures rendered by Conor Donnelly, individual, as consultant.

The Company did not incur any fees for the fiscal years ended December 31, 2010 and 2009, respectively, for assurance and related services by J.H. Cohn, LLP in connection with the performance of the audit and review of the Company’s financial statements.

Tax Fees

The Company did not incur any fees for the fiscal years ended December 31, 2010 and 2009, respectively, for professional services rendered by J.H. Cohn, LLP for tax compliance, tax advice or tax planning.

The Company incurred $40,000 and $103,550 for the fiscal years ended December 31, 2010 and 2009, respectively, for professional services rendered by WithumSmith & Brown, PC and Grant Thornton LLP for tax return preparation, respectively. The Company incurred an additional $33,947 for the fiscal year ended December 31, 2010 for services rendered by WithumSmith & Brown, PC for quarterly and year-end review of the Company’s tax provision, and an additional $17,026 and $58,475 for the fiscal year ended December 31, 2010 and 2009 respectively for professional services rendered by an independent consultant in 2010 and Grant Thornton LLP in 2009, for a review under Section 304 of the Sarbanes Oxley Act of 2002.

All Other Fees

The Company incurred $0 and $7,700 for the fiscal years ended December 31, 2010 and 2009, respectively, for other services rendered by J.H. Cohn, LLP including work related to their attendance at Audit Committee meetings and the Annual Meeting of Shareholders.

Of the time expended by the Company’s principal accountants to audit the Company’s financial statements for the year ended December 31, 2010, less than 50% of such time involved work performed by persons other than the principal accountant’s full-time, permanent employees.

Other Matters

The Audit Committee of the Board of Directors has considered whether the provision of the Audit-Related Fees, Tax Fees and All Other Fees are compatible with maintaining the independence of the Company’s principal accountant.

Applicable law and regulations provide an exemption that permits certain services to be provided by the Company’s outside auditors even if they are not pre-approved by the Audit Committee. The Company has not relied on this exemption since the Sarbanes-Oxley Act was enacted.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)	Financial Statements

(i) Report of Independent Registered Public Accounting Firm (ii) Consolidated Balance Sheets as of December 31, ~~2009~~2010 and ~~2008~~2009 (iii) Consolidated Statements of Operations for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 (iv) Consolidated Statements of ~~Changes in~~ Stockholders’ Equity for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 (v) Consolidated Statements of Cash Flows for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 (vi) Notes to Consolidated Financial Statements

Financial Statement Schedules:

(i) Real Estate and Accumulated Depreciation December 31, ~~2009~~2010

(b)

Exhibits

Exhibit #		Description
3.1		Restated Certificate of Incorporation of Wilshire Enterprises, Inc., as amended. (Incorporated by referenced to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2008.)
3.2		By-laws, as amended and restated through August 7, 2009. (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on August 7, 2009.)
4.1		Qualified Offer Plan Rights Agreement, dated as of December 4, 2008, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by referenced to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2008.)
10.2		Wilshire Enterprises, Inc. 1995 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement for its 1995 Annual Meeting of Stockholders.)
10.3		Wilshire Enterprises, Inc. 1995 Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit B of the Company’s Definitive Proxy Statement for its 1995 Annual Meeting of Stockholders.)
10.4		Wilshire Enterprises, Inc. 2004 Stock Option and Incentive Plan. (Incorporated by reference to Appendix C of the Company’s Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders.)
10.5		Wilshire Enterprises, Inc. 2004 Non-Employee Director Stock Option Plan. (Incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders.)
10.6		Promissory Note given by Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.74 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.7		Environmental Indemnity Agreement between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.75 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.8		Indemnity and Guaranty Agreement between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.76 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.9		Multifamily Mortgage, Security Agreement, Assignment of Rents and Fixture Filing between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.77 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.10		Promissory Note given by Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.78 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.11		Environmental Indemnity Agreement between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.79 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)


3.3		Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on February 28, 2011

4.1		Qualified Offer Plan Rights Agreement, dated as of December 4, 2008, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by referenced to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2008.)

10.2		Wilshire Enterprises, Inc. 1995 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement for its 1995 Annual Meeting of Stockholders.)

10.3		Wilshire Enterprises, Inc. 1995 Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit B of the Company’s Definitive Proxy Statement for its 1995 Annual Meeting of Stockholders.)

10.4		Wilshire Enterprises, Inc. 2004 Stock Option and Incentive Plan. (Incorporated by reference to Appendix C of the Company’s Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders.)

10.5		Wilshire Enterprises, Inc. 2004 Non-Employee Director Stock Option Plan. (Incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders.)

10.6		Promissory Note given by Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.74 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.7		Environmental Indemnity Agreement between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.75 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.8		Indemnity and Guaranty Agreement between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.76 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.9		Multifamily Mortgage, Security Agreement, Assignment of Rents and Fixture Filing between Alpine Village Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 28, 2003. (Incorporated by reference to Exhibit 10.77 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.12		Indemnity and Guaranty Agreement between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.80 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.13		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.81 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.14		Promissory Note given by Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.82 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.15		Environmental Indemnity Agreement between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.83 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.16		Indemnity and Guaranty Agreement between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.84 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.17		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.85 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.18		Promissory Note given by Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.86 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.19		Environmental Indemnity Agreement between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.87 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.20		Indemnity and Guaranty Agreement between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.88 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.21		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.89 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
10.22		Letter Agreement, dated as of September 4, 2007, between Wilshire Enterprises, Inc. and Frank Elenio. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 5, 2007.)
10.23		Severance Letter Agreement between the Company and Sherry Wilzig Izak, dated as of March 29, 2004. (Incorporated by reference to Exhibit 10.94 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.)
10.24		Amendment to Severance Letter Agreement between the Company and Sherry Wilzig Izak, dated December 31, 2008, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended. (Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.)
10.25		Form of Indemnification Agreement of Directors and Chief Financial Officer (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 18, 2007).
10.26		Settlement Agreement, dated as of April 2, 2009, among Wilshire Enterprises, Inc., Bulldog Investors, Full Value Partners, L.P. and certain of their affiliates. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2009.)
10.27		Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2010.)
21		List of significant subsidiaries of the Company.

10.10		Promissory Note given by Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.78 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.11		Environmental Indemnity Agreement between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.79 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.12		Indemnity and Guaranty Agreement between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.80 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.13		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Sunrise Ridge, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.81 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.14		Promissory Note given by Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.82 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.15		Environmental Indemnity Agreement between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.83 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.16		Indemnity and Guaranty Agreement between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.84 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.17		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Van Buren, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.85 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)

10.18		Promissory Note given by Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., to Merrill Lynch Mortgage Lending, Inc. dated

23.1		Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm.
		February 27, 2003. (Incorporated by reference to Exhibit 10.86 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
24		Power of Attorney.
10.19		Environmental Indemnity Agreement between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.87 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.20		Indemnity and Guaranty Agreement between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.88 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.21		Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing between Wellington Apartments, L.L.C., a subsidiary of Wilshire Enterprises, Inc., and Merrill Lynch Mortgage Lending, Inc. dated February 27, 2003. (Incorporated by reference to Exhibit 10.89 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.)
32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.22		Letter Agreement, dated as of September 4, 2007, between Wilshire Enterprises, Inc. and Frank Elenio. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 5, 2007.)
32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.23		Severance Letter Agreement between the Company and Sherry Wilzig Izak dated as of March 29, 2004. (Incorporated by reference to Exhibit 10.94 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.)
10.24		Amendment to Severance Letter Agreement between the Company and Sherry Wilzig Izak dated December 31, 2008, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended. (Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.)
10.25		Form of Indemnification Agreement of Directors and Chief Financial Officer (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 18, 2007).
10.26		Settlement Agreement, dated as of April 2, 2009, among Wilshire Enterprises, Inc., Bulldog Investors, Full Value Partners, L.P. and certain of their affiliates. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2009.)

10.27		Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2010.)

10.28		Office Lease, dated July 1, 2010 and amended September 2, 2010, between The Realty Associates Fund VII, LP (as “Landlord”) and Wilshire Enterprises, Inc. (as “Tenant) (filed herewith).

10.29		Letter Agreement, dated as of November 24, 2010, between the Company and David Morrow (filed herewith).

21		List of significant subsidiaries of the Company.

23.1		Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm.

24		Power of Attorney.

31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Company agrees to furnish the Commission upon request any agreements with respect to long-term debt not referenced herein.

5661

SIGNATURES

Pursuant to the requirements of Section 13 or 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.

	WILSHIRE ENTERPRISES, INC. (Registrant)
Date: March 31, 2010	By:	/s/ S. Wilzig Izak
Date: July 29, 2011	By:	/s/ S. Wilzig Izak
		S. Wilzig Izak
		Chairman of the Board and Chief Executive Officer
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

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.

Directors:

By:	*	*	~~Date: March 31, 2010~~	Date: July 29, 2011
	~~Miles Berger~~	Miles Berger
By:	*	*	~~Date: March 31, 2010~~	Date: July 29, 2011
	~~Milton Donnenberg~~	Milton Donnenberg
By:	~~/s/ S. Wilzig Izak~~		~~Date: March 31, 2010~~	Date: July 29, 2011
	~~S. Wilzig Izak~~	S. Wilzig Izak
By:	*	*	~~Date: March 31, 2010~~	Date: July 29, 2011
	Eric J. Schmertz, Esq.
		Martin Willschick
By:	*	*	~~Date: March 31, 2010~~	Date: July 29, 2011
	Martin Willschick

Officers:

By:	~~/s/ S. Wilzig Izak~~	/s/ S. Wilzig Izak	~~Date: March 31, 2010~~	Date: July 29, 2011
	~~S. Wilzig Izak~~	S. Wilzig Izak
	Chairman of the Board and Chief Executive Officer
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
By:	~~/s/ Francis J. Elenio~~	/s/ David Morrow	~~Date: March 31, 2010~~	Date: July 29, 2011
	Francis J. Elenio
		David Morrow
	Chief Financial Officer
		Principal Accounting Officer and Chief Operating Officer (Principal Accounting Officer and Principal Financial Officer)

* Signed under power of attorney dated March 3130, 2010 and filed herewith as Exhibit 24.

5762

Exhibit Index

Exhibit #		Description
21		List of significant subsidiaries.

23.1		Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm.

24		Power of attorney.

31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

5863

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