**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
  
 **FORM
        10-K/A**
  **(Amendment
        No. 1)**
  **(adding
        Items 10 -14 and amending Item 15 only)**
  **FOR
        ANNUAL AND TRANSITION REPORTS**
 **PURSUANT
        TO SECTIONS 13 OR 15(d) OF THE**
 **SECURITIES
        EXCHANGE ACT OF 1934**
  (Mark
        One)
  x  ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
  For
        the
        fiscal year ended  December
        31, 2006
 OR
  o  TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
  For
        the
        transition period from __________ to __________
  Commission
        File Number 0-29359
  WILSHIRE
        ENTERPRISES, INC.
 (Exact
        Name of Registrant as Specified in Its Charter)
 Delaware
                
                84-0513668(State
                    or Other Jurisdiction of
                  Incorporation
                    or Organization)
                
                (I.R.S.
                    Employer Identification No.)
  1
                    Gateway Center, Newark, New Jersey
                
                07102(Address
                    of Principal Executive Offices)
                
                (Zip
                    Code)Registrant’s
                    telephone number, including area code(201)
                    420-2796Securities
                    registered pursuant to Section 12(b) of the Act:
  Title
                    of each class
                
                Name
                    of Each Exchange on Which RegisteredCommon
                    Stock, $1.00 par value
                
                American
                    Stock Exchange
  Securities
        registered pursuant to Section 12(g) of the Act:
  None
 (Title
        of
        Class)
  
  Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act.
  Yes:
          oNo:
x
  Indicate
        by a check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Act.
 
 Yes:
          oNo:
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:
          xNo:
o
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K 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. o
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
        (Check one):
  Large
          Accelerated Filer: oAccelerated
          Filer oNon-accelerated
          filer x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act.)
  Yes:
oNo:
x
 
 The
        aggregate market value of the voting common equity of the registrant held
        by
        non-affiliates (for this purpose, persons and entities other than executive
        officers, directors, and 5% or more shareholders) of the registrant, as of
        the
        last business day of the registrant’s most recently completed second fiscal
        quarter (June 30, 2006), was $22,160,000.
 
 Indicate
        the number of shares outstanding of each of the registrant’s classes of common
        stock, as of March 30, 2007:
  Class
              Number
                  of SharesCommon
                  Stock, $1.00 par value
              7,916,248
  
  **EXPLANATORY
        NOTE**
  This
        Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the “Annual
        Report”) of Wilshire Enterprises, Inc. (the “Company” or “Wilshire”) filed on
        May 1, 2007 with the Securities and Exchange Commission (the “SEC”) is
        filed solely for the purpose of including information that was to be
        incorporated by reference from the Registrant’s definitive proxy statement
        pursuant to Regulation 14A of the Securities Exchange Act of 1934. The Company
        will not file its proxy statement for its annual meeting of stockholders
        within
        120 days of its fiscal year ended December 31, 2006 and is therefore amending
        and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of
        the
        Annual Report. In addition, pursuant to Rule 13a-14(a) under the Securities
        Exchange Act of 1934, we are including with this Amendment No. 1 certain
        currently dated certifications. Except as described above, no other amendments
        are being made to the Annual Report. This Form 10-K/A does not reflect events
        occurring after the May 1, 2007 filing of our Annual Report or modify or
        update
        the disclosure contained in the Annual Report in any way other than as required
        to reflect the amendments discussed above and reflected below.
 
 **TABLE
        OF CONTENTS**
  Item
              
              
              
              PagePART
                  III
              
              10.
              
              Directors,
                  Executive Officers and Corporate Governance
              
              111.
              
              Executive
                  Compensation
              
              512.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              1413.
              
              Certain
                  Relationships and Related Transactions and Director
                  Independence
              
              1614.
              
              Principal
                  Accountant Fees and Services
              
              16PART
                  IV
              
              15.
              
              Exhibits
                  and Financial Statements
              
              18SIGNATURES
              
              
              
              
              
              19EXHIBIT
                INDEX
              
              
              
              
              
              20
  -i-
  **PART
        III**
  **Item
        10.**  **Directors,
        Executive Officers and Corporate Governance.**
  **Board
        of Directors**
  The
        Company’s current Restated Certificate of Incorporation and By-Laws provide for
        a six member Board of Directors divided into three classes of directors serving
        staggered three-year terms. The term of office of directors in Class III
        expires
        at the 2007 Annual Meeting, Class I at the next succeeding Annual Meeting
        and
        Class II at the following succeeding Annual Meeting. The following table
        provides information regarding the members of our Board of
        Directors:
 
 Name
              
              Class
              
              Principal
                  Occupation
                and
                  Age (a)(b)
              
              Year
                  Became Director of
                the
                  CompanyMiles
                  Berger
              
              I
              
              Chairman
                  of Berger Organization, Real Estate Management and Development
                  Company,
                  Newark, NJ
                Age
                  54
              
              2002Milton
                  Donnenberg
              
              II
              
              Retired;
                  formerly President, Milton Donnenberg Assoc., Realty Management,
                  Carlstadt, NJ
                Age
                  84
              
              1981S.
                  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
                  48
              
              1987Eric
                  J. Schmertz, Esq.
              
              I
              
              Of
                  Counsel to the Dweck Law Firm; Distinguished Professor Emeritus
                  and
                  formerly Dean, Hofstra University School of Law, Hempstead, NY
                Age
                  81
              
              1983Ernest
                  Wachtel
              
              III
              
              President,
                  Ellmax Corp., Builders and Realty Investors, Elizabeth, NJ Age
                  82
              
              1970W.
                  Martin Willschick
              
              III
              
              Manager,
                  Treasury Services, City of Toronto, Canada
                Age
                  55
              
              1997
 
 (a)
              No
                  nominee or 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.  (b)
              Mr.
                Donnenberg is Ms. Izak’s uncle by marriage. Mr. Willschick is Ms. Izak’s
                first cousin.
  -1-
 
 In
        March,
        2005, the Board of Directors created a new position of presiding director,
        whose
        primary responsibility is to preside over periodic sessions of the Board
        of
        Directors in which management directors do not participate. The presiding
        director also advises the Chairman of the Board and Committee chairs with
        respect to agendas and information needs relating to the Board and Committee
        meetings, provides advice with respect to the selection of Committee chairs
        and
        performs other duties that the Board may from time to time delegate to assist
        the Board in the fulfillment of its responsibilities. The non-management
        members
        of the Board of Directors have designated Eric J. Schmertz to serve in this
        position. Shareholders and other parties interested in communicating directly
        with the presiding director or with the non-management directors as a group
        may
        do so by writing to Presiding Director, Wilshire Enterprises, Inc., 1 Gateway
        Center, Newark, New Jersey 07102.
 
 **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. The American Stock
        Exchange (the “AMEX”) has adopted amendments to its definition of independence.
        Additional requirements relating to independence are imposed by the
        Sarbanes-Oxley Act with respect to members of the Audit Committee. All of
        the
        non-employee members of the Board of Directors, 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 AMEX’s Corporate Governance Rules and under the SEC’s Rule
        10A-3.
 
 **Board
        of Directors’ Meetings**
 
 The
        Board
        of Directors of the Company holds periodic meetings as necessary to deal
        with
        matters which it must consider. The Board of Directors has an Audit Committee,
        a
        Compensation Committee and a Nominating Committee. During 2006, the full
        Board
        met a total of 13 times, the Audit Committee 3 times, the Compensation Committee
        4 times and the Nominating Committee acted by unanimous consent. Each Board
        member attended at least 75% of the aggregate of the Board and committee
        meetings (of committees on which each such director served) held during
        2006.
 
 **Executive
        Committee**
 
 The
        Board
        of Directors has an Executive Committee, which consists of S. Wilzig Izak
        (Chair), W. Martin Willschick and Eric J. Schmertz. This Committee may exercise
        all authority of the full Board with the exception of specified limitations
        relating to major corporate matters.
  -2-
  **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), Mr. Schmertz 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. As noted above,
        Mr. Willschick - as well as the other members of the Audit Committee - has
        been determined to be “independent” within the meaning of SEC and AMEX
        regulations.
 
 **Compensation
        Committee**
 
 The
        Compensation Committee of the Board serves to: (a) assist the Board in
        establishing and maintaining compensation and benefits policies and practices
        that support the successful recruitment, development and retention of talent
        in
        order to achieve the Company’s business objectives and optimize long-term
        financial returns; and (b) assist the Board in discharging its responsibilities
        for compensating the Company’s executives.
 
 The
        members of the Compensation Committee are Mr. Schmertz (Chair), Mr. Wachtel
        and
        Mr. Berger.
 
 **Nominating
        Committee**
 
 The
        purposes of the Nominating Committee are to: (a) identify and screen individuals
        qualified for nomination to the Board; (b) recommend to the Board director
        nominees for election at each meeting of stockholders at which directors
        are to
        be elected and recommend to the Board individuals to fill any vacancies on
        the
        Board that arise between such meetings; and (c) recommend to the Board directors
        for appointment to each committee of the Board.
 
 The
        members of the Nominating Committee are Mr. Berger (Chair), Mr. Wachtel and
        Mr.
        Donnenberg.
 
 -3-
  **Executive
        Officers**
 
 The
        following table identifies the current executive officers of the
        Company:
  **Name**
              
              
              **Age**
              
              
              **Capacities
                  in**
                **Which
                  Serving**
              
              
              **In
                  Current**
                **Position
                  Since**S.
                  Wilzig Izak (1)
              
              
              48
              
              
              Chairman
                  of the Board
              
              
              1990Francis
                  J. Elenio (2)
              
              
              41
              
              
              Chief
                  Financial Officer
              
              
              September,
                  2006
 
 (1)
                For
                    a description of Ms. Izak’s business background, see “Board of Directors”.  (2)
                Mr. Elenio joined the Company in
                  September,
                  2006 as its Chief Financial Officer. He served as Chief Financial
                  Officer
                  of WebCollage, Inc. (a private company engaged in on-line content
                  syndication) from March, 2006 to September, 2006, and as Interim
                  Chief
                  Financial Officer of TWS Holdings, Ltd. (a private company engaged
                  in
                  business process outsourcing) from November, 2005 to March, 2006.
                  Prior to
                  that he served as Chief Financial Officer and a director of RoomLinx,
                  Inc.
                  (a public company which provides wireless high-speed network solutions
                  to
                  the hospitality industry) from December, 2003 to November, 2005,
                  and as
                  Chief Financial Officer, Secretary and Treasurer of GoAmerica,
                  Inc. (a
                  public company which provides online wireless relay services to
                  the deaf
                  and hard of hearing community) from January, 1999 to August, 2003.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Section
        16(a) of the Securities Exchange Act of 1934, as amended (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 review of the copies of such forms received by
        us or
        written representations from such reporting persons, each such reporting
        person
        filed all of their respective reports pursuant to Section 16(a) on a timely
        basis during 2006 except that Mr. Elenio, the Company’s Chief Financial Officer,
        filed late a Form 3 reporting his ownership upon becoming an executive officer
        and a Form 4 reporting his grant of restricted stock, Mr. Ugelow, the Company’s
        former chief financial officer, filed late a Form 4 reporting the forfeiture
        of
        his restricted stock upon his resignation and Mr. Pryor, the Company’s former
        president, filed late a Form 4 reporting the sale of shares by him as custodian
        for his child. These failures to file in a timely manner were inadvertent,
        and
        the filings were made as soon as the failures to file were noted.
  **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.”
  -4-
  **Item
        11. Executive Compensation**
  **Compensation
        Discussion and Analysis**
  *General*
 
 During
        2006, the SEC substantially revised the disclosures that we are required
        to make
        with respect to executive compensation. As part of the SEC’s revised executive
        compensation discussion requirements, issuers must provide a “Compensation
        Discussion and Analysis” in which issuers explain the material elements of their
        compensation of executive officers by describing the following:
 
 ·
              the
                  objectives of the issuer’s compensation
                  programs;  ·
              the
                  conduct that the compensation programs are designed to
                  reward;  ·
              the
                  elements of the compensation program;  ·
              the
                  rationale for each of the elements of the compensation
                  program;  ·
              how
                  the issuer determines the amount (and, where applicable, the formula)
                  for
                  each element of the compensation program;
                  and  ·
              how
                  each element and the issuer’s decisions regarding that element fit into
                  the issuer’s overall compensation objectives and affect decisions
                  regarding other elements of the compensation
                  program.




Our
        compensation philosophy is dictated by the Compensation Committee of our
        Board
        of Directors. The duties and responsibilities of the Compensation Committee,
        which consists entirely of independent directors of the Board, include the
        following:
  ·
              administer
                  the employee benefit plans of the Company designated for such
                  administration by the Board;  ·
              establish
                the compensation of the Company’s Chief Executive Officer (subject to the
                terms of any existing employment agreement);  ·
              with
                  input from the Company’s Chief Executive Officer, establish or recommend
                  to the Board the compensation of the Company’s other executive officers
                  (subject to the terms of any existing employment agreements);
                       and  ·
              monitor
                  the Company’s overall compensation policies and employment benefit
                  plans.
  S.
        Wilzig
        Izak, our Chairman of the Board and Chief Executive Officer, participates
        in
        determinations regarding the compensation and design of our benefit programs
        for
        all employees, including our other executive officers. However, she does
        not
        participate in determining her own compensation.
  -5-
 
 *Our* *Compensation* *Objectives
        and the Focus of Our Compensation Rewards*
 
 We
        believe that an appropriate compensation program should draw a balance between
        providing rewards to executive officers while at the same time effectively
        controlling compensation costs. We reward executive officers in order to
        attract
        highly qualified individuals, to retain those individuals in a highly
        competitive marketplace for executive talent and to motivate them to perform
        in
        a manner that maximizes our corporate performance.
 
 We
        view
        executive compensation as having two key elements:
 
 ·
              a
                  current cash compensation program consisting of salary and cash
                  bonus
                  incentives; and  ·
              long-term
                  equity incentives reflected in grants of stock options and/or restricted
                  stock awards.
  We
        do not
        provide executive officers with significant perquisites or other benefits.
 
 We
        annually review our mix of short term performance incentives versus longer
        term
        incentives. We do not have set percentages of short term versus long term
        incentives. Instead, we look to provide a reasonable balance of those
        incentives.
 
 In
        connection with establishing the compensation of our executive officers for
        2006, we engaged a consultant. However, in an effort to save costs, the
        Compensation Committee decided to increase the Chief Executive Officer’s salary
        by an amount which was less than the increase recommended by the consultant.
        See
“ *Salary* ”
below.
        We compare our salaries and other elements of compensation against the salaries
        and other compensation measures of other public companies in our industry
        by
        reviewing the proxy statements of such other companies. However, we do not
        prepare formal benchmarking studies. The Compensation Committee believes
        that
        the compensation paid to the Company’s Chief Executive Officer is less than the
        compensation paid to chief executive officers at other comparably sized real
        estate companies.
 
 *Specific
        Elements of Our Compensation Program*
 
 We
        have
        described below the specific elements of our compensation program for executive
        officers.
 
 *Salary* . We
        pay
        salaries to our Named Officers in order to fairly compensate them for their
        day-to-day responsibilities in managing our business. Ms. Izak’s salary of
        $218,000 for 2006 represented a relatively small increase over her salary
        of
        $200,000 for both 2005 and 2004. The amount of her increase in salary for
        2006
        was less than the amount recommended by the Company’s outside consultant. Mr.
        Elenio joined the Company as Chief Financial Officer in September 2006 at
        an
        annual salary of $175,000, which the Compensation Committee believes is
        commensurate with his experience.
 
 *Bonus.* Bonuses
        are designed to motivate executives by rewarding their individual performance
        and contribution to the Company’s financial performance. In connection with the
        Company’s continuing efforts to contain costs, the Chief Executive Officer and
        the Chief Financial Officer did not receive a bonus for 2006.
  -6-
 
 *Long-Term
        Incentive Compensation.* We
        provide long-term incentives to our executive officers through our 2004 Stock
        Option and Incentive Plan. We refer to this as our Stock Option Plan. Our
        Stock
        Option Plan permits the grant of stock options and restricted stock awards.
        Stock options and restricted stock awards were granted to our Chief Executive
        Officer in prior years, but not in 2006. Mr. Elenio received a restricted
        stock
        award of 25,000 shares upon joining the Company as Chief Financial Officer
        in
        September 2006. A total of 8,333 shares of the restricted stock awarded to
        Mr.
        Elenio vest on September 5, 2007, and the remaining 16,667 vest on September
        5,
        2008. The Compensation Committee may grant additional stock options or
        restricted stock awards to the Chief Executive Officer and Chief Financial
        Officer in the future in its discretion.
 
 *Compliance
        with Sections 162(m) and 409A of the Internal Revenue Code*
 
 Section
        162(m) of the Internal Revenue Code denies a deduction to any publicly held
        corporation for compensation paid to certain “covered employees” in a taxable
        year to the extent that compensation exceeds $1,000,000 for a covered employee.
        Certain performance-based compensation that has been approved by our
        shareholders is not subject to this limitation. As a result, stock options
        granted under our Stock Option Plan are not subject to the limitations of
        Section 162(m). However, restricted stock awards under our Stock Option Plan
        generally will not be treated as performance-based compensation. Restricted
        stock award grants made to date under the Stock Option Plan have not been
        at
        levels that, together with other compensation, approached the $1,000,000
        limit.
        Also, since we retain discretion over cash bonuses, those bonuses also will
        not
        qualify for the exemption for performance-based compensation. Since none
        of the
        Company’s executive officers had compensation in excess of $1,000,000 for 2006,
        Section 162(m) was not applicable.
 
 It
        is
        also our intention to maintain our executive compensation arrangements in
        conformity with the requirements of Section 409A of the Internal Revenue
        Code,
        which imposes certain restrictions on deferred compensation arrangements.
        We are
        in the process of reviewing and modifying, as necessary, our deferred
        compensation arrangements since the enactment of Section 409A in 2004 in
        order
        to remain compliant with provisional guidance issued by the Internal Revenue
        Service under Section 409A.
 
 **Summary
        of Cash and Certain other Compensation**
  The
        following table sets forth, for the year ended December 31, 2006, a summary
        of
        the compensation earned by our Chief Executive Officer, our current Chief
        Financial Officer, our former Chief Financial Officer and our former President.
        We refer to the executive officers named in this table as the “Named
        Officers.”
 -7-
 
 **SUMMARY
        COMPENSATION TABLE**
 **Name
                    and Principal Position**
                
                
                **Salary**
                  **($**)****
                
                
                **Bonus**
                  **($**)****
                
                
                **Stock
                    Awards**
                  **($**)****
                
                
                **All
                    Other Compensation**
                  **($**)****
                
                
                **Total**
                  **($**)****S.
                    Wilzig Izak
                  Chairman
                    of the Board (Chief Executive Officer)
                
                
                218,000
                
                
                0
                
                
                0
                
                
                28,769
                
                
                246,769Francis
                    J. Elenio (1)
                  Chief
                    Financial Officer
                
                
                58,333
                
                
                0
                
                
                112,500
                
                
                12,760
                
                
                183,593Daniel
                    Pryor (2)
                  Former
                    President
                
                
                250,000
                
                
                0
                
                
                0
                
                
                12,000
                
                
                262,000Seth
                    Ugelow (3)
                  Former
                    Chief Financial Officer
                
                
                98,872
                
                
                17,500
                
                
                0
                
                
                12,402
                
                
                128,774
 
 (1)
              Mr.
                  Elenio joined the Company as Chief Financial Officer in September,
                  2006 at
                  an annual salary of $175,000.  (2)
              Mr. Pryor previously served as the
                Company’s
                President and Chief Operating Officer. On January 16, 2007, the Company
                delivered a letter to Mr. Pryor, notifying him that his employment
                with
                the Company terminated effective February 16, 2007. Also, on January
                16,
                2007, and after the letter referred to in the preceding sentence
                was
                delivered, the Company received a letter from Mr. Pryor, dated January
                16,
                2007, in which Mr. Pryor notified the Company that he was resigning
                from
                his employment with the Company effective as of January 14,
                2007.  (3)
              Mr. Ugelow resigned as the Company’s Chief
                Financial Officer effective August 11,
                2006.
 
 In
        the
        table above:
 
 ·
              when
                  we refer to “stock awards”, we are referring to the dollar amount
                  recognized by us for financial statement purposes in accordance
                  with FAS
                  123R, an accounting pronouncement which governs the manner in which
                  we
                  account for equity based compensation; in calculating such dollar
                  amounts,
                  we have made the assumptions described in Note 6 of the Notes to
                  our
                  Consolidated Financial Statements for the year ended December 31,
                  2006;
                  the amount for Mr. Elenio in the table above reflects the fair market
                  value of the 25,000 restricted stock awards granted to him at $4.50
                  per
                  share (a total of 8,333 shares of the restricted stock awarded
                  to
                  Mr. Elenio vest on September 5, 2007, and the remaining 16,667 vest
                  on September 5, 2008);  ·
              in calculating the “stock awards”, we have
                disregarded any estimate of forfeitures relating to service-based
                vesting
                conditions; for 2006, for all grantees of stock awards and option
                awards
                under our plans, forfeitures amounted to $8,482;
                and  ·
              “all
                  other compensation” includes the
                  following:
  -8-
  ·
              for
                  Ms. Izak: $12,000 for a travel allowance and $16,769 for unused
                  vacation
                  pay;  ·
              for Mr. Elenio: $2,760 for unused
                vacation pay
                and $10,000 as consideration for a waiver executed by him in connection
                with the previously disclosed amendment to the Company’s Stockholder
                Protection Rights Agreement in December 2006 (similar waivers were
                also
                executed by the Company’s Chairman of the Board and Chief Executive
                Officer and other members of the Board of Directors, without
                compensation). Mr. Elenio and such other persons agreed in their
                waivers
                that
                the stock options and restricted stock granted to them under the
                Company’s
                stock option plans would not automatically vest in connection with
                such
                December 2006 amendment;  ·
              for
                  Mr. Pryor: $12,000 for a travel allowance;
                  and  ·
              for
                  Mr. Ugelow: $1,125 for a travel allowance, $4,308 for unused vacation
                  days
                  from 2005 until Mr. Ugelow’s resignation in August 2006 and $6,969 as
                  reimbursement for medical insurance premiums waived by Mr.
                  Ugelow.
  **Grants
        of Plan Based Awards**
 
 The
        following table sets forth, for each of the Named Officers, information
        regarding awards that we granted to each Named Officer in 2006 under our
        2004
        Stock Option and Incentive Plan. None of the Named Officers received an option
        grant during 2006, and Mr. Elenio was the only Named Officer to receive a
        restricted stock award. Messrs. Pryor and Ugelow are no longer with the
        Company.
  **Name**
                  **(a)**
                
                
                **Grant
                    Date**
                  **(b**)****
                
                
                **All
                    Other Stock Awards: Number of Shares of Stock**
                  **(#)**
                  **(i**)****
                
                
                **Grant
                    Date Fair Value of Stock and Option Awards**
                  **($)**
                  **(l**)****S.
                    Wilzig Izak
                
                
                —
                
                
                —
                
                
                —Francis
                    J. Elenio
                
                
                9/5/2006
                
                
                25,000
                
                
                112,500Daniel
                    Pryor
                
                
                —
                
                
                —
                
                
                —Seth
                    Ugelow
                
                
                —
                
                
                —
                
                
                —
 In
        the
        table above, we are disclosing:
 
 ·
              in
                  column (i), the number of shares of our common stock granted pursuant
                  to
                  stock awards made under our 2004 Stock Option and Incentive Plan.
                  The
                  shares granted to Mr. Elenio are restricted shares that are subject
                  to
                  vesting. A total of 8,333 shares of the restricted stock awarded
                  to Mr.
                  Elenio vest on September 5, 2007, and the remaining 16,667 vest
                  on
                  September 5, 2008. All restrictions on the restricted stock awards
                  lapse
                  upon a change in control. Dividends are paid on the restricted
                  stock
                  unless the shares are forfeited;
                  and
  -9-
  ·
              in
                  column (l), the fair value of each stock award, calculated as of
                  the
                  applicable grant date in accordance with FAS
                  123R.
 
 **Outstanding
        Equity Awards at December 31, 2006**
 
 The
        following table sets forth, for each of the Named Officers, information
        regarding stock options and stock awards outstanding at December 31, 2006.
        The
        vesting dates applicable to each such stock option and stock award are set
        forth
        in footnotes that follow the columnar explanations below the table.
  **Option
                    Awards**
                
                **Stock
                    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)
                
                
                Number
                    of Shares or Units of Stock That Have Not Vested
                  (#)
                  (g)
                
                
                Market
                    Value of Shares or Units of Stock That Have Not Vested
                  ($)
                  (h)S.
                    Wilzig Izak
                
                
                10,000
                
                
                10,000
                
                
                3.32
                
                
                7/15/2012
                
                
                17,334
                
                
                78,870Francis
                    J. Elenio
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                25,000
                
                
                113,750Daniel
                    Pryor
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                12,266
                
                
                58,810Seth
                    Ugelow
                
                
                0
                
                
                0
                
                
                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,
                2006;  ·
            in
                column (c), the number of shares of our common stock underlying
                unexercised stock options that were not exercisable as of December
                31,
                2006;  ·
            in
                columns (e) and (f), respectively, the exercise price and expiration
                date
                for each stock option that was outstanding as of December 31,
                2006;  ·
            in
                column (g), the number of shares of our common stock covered by stock
                awards that were not vested as of December 31, 2006;
                and  ·
            in
                column (h), the aggregate market value as of December 31, 2006 of
                the
                stock awards referenced in column (g).  In
        calculating market values in the table above, we have multiplied the closing
        market price of our common stock on December 29, 2006, the last trading day
        in
        2006 - $4.55 - by the applicable number of shares of common stock underlying
        the
        Named Officers’ stock options or stock awards. The 17,334 restricted shares for
        Ms. Izak vest as follows: 8,667 shares vested on January 1, 2007 and the
        remaining 8,667 shares vest on January 1, 2008; the 25,000 restricted shares
        for
        Mr. Elenio vest as follows: 8,333 shares vest on September 5, 2007 and the
        remaining 16,667 shares vest on September 5, 2008; and the 12,266 restricted
        shares for Mr. Pryor vest as follows: 6,133 vested on January 1, 2007 and
        the
        initial grant terms provided that the remaining 6,133 would vest on January
        1,
        2008. Mr. Pryor is no longer with the Company. The 10,000 options held by
        Ms.
        Izak that were unexercisable at December 31, 2006 vest on July 15,
        2007.
  -10-
  **Options
        Exercised and Stock Awards Vested**
 
 The
        following table sets forth, for each of the Named Officers, information
        regarding stock options exercised during 2006 and stock awards vested during
        2006. The phrase “value realized on exercise” represents the number of shares of
        common stock set forth in column (b) multiplied by the difference between
        the market price of our common stock on the date of exercise and the Named
        Officer’s exercise price. Similarly, the phrase “value realized on vesting”
represents the number of shares of common stock set forth in column (d)
        multiplied by the market price of our common stock on the date on which the
        Named Officer’s stock award vested.
  **Option
                    Awards**
                
                **Stock
                    Awards****Name**
                  **(a)**
                
                
                **Number
                    of**
                  **Shares
                    Acquired on Exercise**
                  **(#**)****
                  **(b**)****
                
                
                **Value**
                  **Realized
                    on Exercise**
                  **($)**
                  **(c**)****
                
                
                **Number
                    of Shares Acquired on Vesting**
                  **(#)**
                  **(d**)****
                
                
                **Value**
                  **Realized
                    on**
                  **Vesting**
                  **($)**
                  **(e**)****S.
                    Wilzig Izak
                
                
                30,000
                
                
                179,400
                
                
                8,666
                
                
                66,728Francis
                    J. Elenio
                
                
                0
                
                
                0
                
                
                0
                
                
                0Daniel
                    Pryor
                
                
                0
                
                
                0
                
                
                6,134
                
                
                47,231Seth
                    Ugelow
                
                
                0
                
                
                0
                
                
                1,334
                
                
                7,737
  **Employment
        Agreements and Other Arrangements with Executive Officers**
 
 On
        March
        29, 2004, the Company provided S. Wilzig Izak, the Chairman of the Board,
        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.
 
 On
        April
        24, 2004, the Company entered into an employment agreement with Daniel C.
        Pryor,
        who initially served as Vice President-Business Development until June 30,
        2004
        and, thereafter, as the President and Chief Operating Officer. The term of
        Mr.
        Pryor’s employment agreement was through June 30, 2007. Under the agreement, Mr.
        Pryor received an annual base salary of $250,000 per year plus $1,000 per
        month
        as a car allowance. He was entitled to an annual bonus and stock options
        as
        determined by the Board of Directors of the Company, or the Committee that
        administers the Company’s stock option plan, as the case may be. The agreement
        provides that in the event that the agreement is terminated other than for
        “Cause” (as defined in the agreement), or in the event of a Change in Control
        Event (as defined in the Company’s 1995 Stock Option and Incentive Plan), all
        non-vested options shall automatically vest. In addition, in the event that
        the
        agreement is terminated other than for Cause, the Company shall continue
        to pay
        Mr. Pryor’s base salary through the Expiration Date. In addition, upon a Change
        in Control, Mr. Pryor may elect to terminate his employment and receive a
        lump
        sum payment equal to twice his then current annual salary, subject to certain
        limitations. The agreement prohibits Mr. Pryor from competing with the Company
        for a period of two years from the expiration date and contains certain
        restrictions on soliciting customers and employees of the Company for the
        same
        period.
  -11-
  On
        January 16, 2007, the Company delivered a letter to Mr. Pryor, notifying
        him
        that his employment with the Company terminated effective February 16, 2007.
        Also, on January 16, 2007, and after the letter referred to in the preceding
        sentence was delivered, the Company received a letter from Mr. Pryor, dated
        January 16, 2007, in which Mr. Pryor notified the Company that he was resigning
        from his employment with the Company effective as of January 14,
        2007.
 
 The
        Company entered into a letter agreement with Seth Ugelow, the Company’s Chief
        Financial Officer and Treasurer. Mr. Ugelow’s employment was “at will”;
        however, if the Company terminated his employment without cause, he would
        be
        entitled to receive the greater of 16 weeks of severance pay or any severance
        payments provided to him under the Company’s severance policy in effect at the
        time of such termination. In addition, the letter agreement provided that
        upon a
        Change in Control (as defined in the letter agreement), Mr. Ugelow may elect
        to
        terminate his employment and receive a lump sum payment equal to the sum
        of six
        months of salary plus 50% of any cash bonus paid to him during the previous
        12 month period. The agreement prohibits Mr. Ugelow from competing with the
        Company for a period of six months after his employment terminates and contains
        certain restrictions on soliciting customers and employees of the Company
        for
        the same period. Mr. Ugelow resigned from the Company effective August 11,
        2006.
 
 **Compensation
        of Directors**
  The
        following table sets forth certain information regarding the compensation
        we
        paid to our directors, other than S. Wilzig Izak, during 2006. None of our
        non-employee directors received a stock award during 2006.
  **Name**
                  **(a)**
                
                
                **Fees**
                  **Earned
                    or**
                  **Paid
                    in**
                  **Cash**
                  **($)**
                  **(b**)****
                
                
                **Option**
                  **Awards**
                  **($)**
                  **(d**)****
                
                
                **All**
                  **Other**
                  **Compensation**
                  **($)**
                  **(g**)****
                
                
                **Total**
                  **($)**
                  **(j**)****Miles
                    Berger
                
                
                28,500
                
                
                46,000
                
                
                —
                
                
                74,500Milton
                    Donnenberg
                
                
                33,750
                
                
                46,000
                
                
                1,197
                
                
                80,947Eric
                    J. Schmertz, Esq.
                
                
                40,000
                
                
                46,000
                
                
                —
                
                
                86,000Ernest
                    Wachtel
                
                
                29,250
                
                
                46,000
                
                
                25
                
                
                75,275W.
                    Martin Willschick
                
                
                35,750
                
                
                46,000
                
                
                4,588
                
                
                86,338
  -12-
 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
                  2006,
                  including annual retainer fees, committee and/or chairmanship fees
                  and
                  meeting fees;
  ·
              when
                  we refer to “option awards”, we are referring to the dollar amount
                  recognized by us for financial statement purposes in accordance
                  with FAS
                  123R;
  ·
              the
                  grant date fair value for each of the 5,000 share option awards
                  made to
                  our directors during 2006 was
                  $9.20;
  ·
              the
                  aggregate number of option awards outstanding for each director
                  at
                  December 31, 2006 were: for Mr. Berger, 22,500; for Mr. Donnenberg,
                  17,500; for Mr. Schmertz, 17,500; for Mr. Wachtel, 17,500; and for
                  Mr. Willschick, 25,000; none of the non-employee directors has
                  been
                  granted a restricted stock award;
  ·
              “all
                  other compensation” includes the
                  following:
  For
                    Milton Donnenberg: $1,197 for reimbursement of travel expenses
                    related to
                    Board service;For
                    Ernest Wachtel: $25 for reimbursement of travel expenses related
                    to Board
                    service; andFor
                    M. Martin Willschick: $4,588 for reimbursement of travel expenses
                    related
                    to Board service.
  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 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. 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.
 
 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. Under the Outside Director Plan, any new non-employee
        director will receive a grant of 10,000 options at fair market value upon
        becoming a director. 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. As set forth in the chart above, options
        covering 5,000 shares per director or a total of 25,000 shares of Common
        Stock
        were granted to the non-employee directors at the 2006 Annual Meeting. The
        options vest in 25% installments beginning one year after the grant
        date.
 
 **Compensation
        Committee Interlocks and Insider Participation**
  The
        Compensation Committee currently consists of Messrs. Wachtel, Berger and
        Schmertz. None of these individuals are or were at any time officers or
        employees of the Company. No executive officer of the Company has served
        as a
        director or member of the compensation committee of any other entity, one
        of
        whose executive officers served as a member of the Compensation Committee
        of the
        Company. No interlocking relationship exists between our Board of Directors
        or
        Compensation Committee and the board of directors or compensation committee
        of
        any other company.
  -13-
  **Compensation
        Committee Report**
 
 The
        Compensation Committee has reviewed and discussed the information provided
        under
        the caption “Compensation Discussion and Analysis” set forth above. Based on
        that review and those discussions, the Compensation Committee recommended
        to our
        Board that such “Compensation Discussion and Analysis” be included in this
        report.
 
 Eric
        J.
        Schmertz, Esq. (Chair)
 Miles
        Berger
 Ernest
        Wachtel
  **Item
        12. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters**
  **Common
        Stock**
  The
        following table sets forth certain information, as of April 1, 2007, with
        respect to holdings of the Company’s Common Stock by (i) each person the Company
        believes beneficially owned more than 5% of the Company’s Common Stock as of
        December 31, 2006, (ii) each of the Company’s directors and Named Officers, and
        (iii) all directors and current executive officers as a group.
  **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
                  Daniel Swick
                Herrick,
                  Feinstein LLP
                2
                  Penn Plaza
                Newark,
                  NJ 07105-2245
              
              
              1,660,792(2)
              
              
              21.1
              %Phillip
                  Goldstein
                60
                  Heritage Drive
                Pleasantville,
                  NY 10570 and
                Bulldog
                  Investors and Andrew Dakos
                Park
                  80 West-Plaza Two
                Saddle
                  Brook, NJ 07663
              
              
              1,173,650
                  (3)
              
              
              14.9
              %Dimensional
                  Fund Advisors, Inc.
                1299
                  Ocean Avenue, Suite 650
                Santa
                  Monica, CA 90401
              
              
              483,943
                  (4)
              
              
              6.1
              %Donald
                  Brenner
                P.
                  O. Box 721
                Alpine,
                  NJ 07620
              
              
              405,330(5)
              
              
              5.2
              %
  
 (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 April 1, 2007 have
                  been
                  exercised or converted. Options, warrants and other convertible
                  securities
                  that are not exercisable within 60 days of April 1, 2007 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.
  -14-
 
 (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.
 
 (3)
              Pursuant
                  to a filing with the Securities and Exchange Commission, power
                  to dispose
                  of and to vote the securities set forth above resides solely with
                  Mr.
                  Phillip Goldstein and Mr. Andrew Dakos.
 
 (4)
              Pursuant
                  to a filing with the Securities and Exchange Commission, Dimensional
                  Fund
                  Advisors, Inc. (“Dimensional”), a registered investment advisor, disclosed
                  that it is deemed to have beneficial ownership of 483,943 shares
                  of Common
                  Stock, all of which shares are held in the portfolios of certain
“Funds”.
                  Such Funds consist of investment companies to which Dimensional
                  provides
                  investment advice and certain other commingled group trusts and
                  separate
                  accounts for which Dimensional serves as an investment manager.
                  Dimensional disclaims beneficial ownership of all such shares.
 
 (5)
              Such
                  405,330 shares of Common Stock consist of 17,974 shares for which
                  Mr.
                  Brenner has sole voting power and 387,356 shares for which he has
                  shared
                  voting power.
 
 **Name
                  of Beneficial Owner**
              
              
              **Amount
                  and Nature of****Beneficial
                  Ownership**(1)
              
              
              **Percent**
                **of
                  Class****Directors
                  and Named Executives:**S.
                  Wilzig Izak
              
              
              214,532
                  (2)
              
              
              2.7Miles
                  Berger
              
              
              14,500
                  (3)
              
              
              *Milton
                  Donnenberg
              
              
              26,462
                  (4)
              
              
              *Eric
                  J. Schmertz, Jr.
              
              
              32,609
                  (5)
              
              
              *Ernest
                  Wachtel
              
              
              145,723
                  (6)
              
              
              1.8W.
                  Martin Willschick
              
              
              19,560
                  (7)
              
              
              *Francis
                  J. Elenio
              
              
              25,000
                  (8)
              
              
              *Daniel
                  Pryor
              
              
              12,266
                  (9)
              
              
              *Seth
                  Ugelow
              
              
              1,134
                  (10)
              
              
              *All
                  directors and current executive officers as a
                group
                  (7 persons)
              
              
              478,386
                  (11)
              
              
              6.0
              %
  
 *  Less
        than
        one percent.
  (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 April 1, 2007 have
                  been
                  exercised or converted. Options, warrants and other convertible
                  securities
                  that are not exercisable within 60 days of April 1, 2007 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)
              Includes
                  10,000 shares of stock that could be obtained by Ms. Izak upon
                  the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007 and
                  8,667 shares subject to restricted stock awards which had not vested
                  as of
                  April 1, 2007.
 
 (3)
              Includes
                  7,000 shares of stock that could be obtained by Mr. Berger upon
                  the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007.
 
 (4)
              Includes
                  5,000 shares of stock that could be obtained by Mr. Donnenberg
                  upon the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007.
  -15-
  (5)
              Includes
                  5,000 shares of stock that could be obtained by Mr. Schmertz upon
                  the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007.
 
 (6)
              Includes
                  5,000 shares of stock that could be obtained by Mr. Wachtel upon
                  the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007.
 
 (7)
              Includes
                  12,500 shares of stock that could be obtained by Mr. Willschick
                  upon the
                  exercise of stock options exercisable within 60 days of April 1,
                  2007.
 
 (8)
              These
                  25,000 shares are subject to restricted stock awards which had
                  not vested
                  as of April 1, 2007.
 
 (9)
              These
                  6,133 shares are subject to restricted stock awards which had not
                  vested
                  as of April 1, 2007. Mr. Pryor ceased serving as President of the
                  Company
                  in January, 2007.
 
 (10)
              Mr.
                  Ugelow resigned as Chief Financial Officer of the Company in August,
                  2006.
 
 (11)
              Includes
                  44,500 shares of stock that could be obtained by the directors
                  and current
                  executive officers upon the exercise of stock options exercisable
                  within
                  60 days of April 1, 2007 and 39,800 shares subject to restricted
                  stock
                  awards which had not vested as of April 1,
                  2007.
 
 See
        the
        Company’s Annual Report filed with the Securities and Exchange Commission on May
        1,2007 for the information required by Item 201(d) of the SEC’s Regulation
        S-K.
  **Item
        13. Certain Relationships and Related Transactions, and Director
        Independence**
  Each
        of
        Messrs. Berger, Donnenberg, Schmertz, Wachtel and Willschick has been determined
        to be “independent” within the meaning of SEC and AMEX regulations. Accordingly,
        all of the members of the Company’s Compensation, Nominating and Audit
        Committees are independent.
 
 There
        have been no related party transactions requiring disclosure under the SEC’s
        rules since January 1, 2006.
 
 The
        Audit
        Committee of the Board of Directors has adopted written procedures governing
        related party transactions. The procedures require the Audit Committee to
        approve in advance any related party transaction. On a quarterly basis, the
        Audit Committee makes inquiry of management and the other directors of the
        Company to determine whether any of these persons is aware of any related
        party
        transactions. By “related party transaction,” we mean a transaction between the
        Company or any of its subsidiaries, on the one hand, and an executive officer,
        director or immediate family member of an executive officer or a director,
        on
        the other hand.
 
 **Item
        14. Principal Accounting Fees and Services**
  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.
  -16-
  **Audit
        Fees**
 
 The
        aggregate fees incurred by the Company for the fiscal years ended December
        31,
        2006 and 2005 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 $137,000 and $161,500, respectively.
 
 **Audit-Related
        Fees**
 
 The
        Company incurred $5,361 and $47,600 for the fiscal years ended December 31,
        2006
        and 2005, respectively, for assurance and related services by J.H. Cohn 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, 2006
        and
        2005 for professional services rendered by J.H. Cohn for tax compliance,
        tax
        advice or tax planning.
 
 **All
        Other Fees**
 
 The
        Company incurred $7,210 and $13,699 for the fiscal years ended December 31,
        2006
        and 2005, respectively, for other services rendered by J.H. Cohn, including
        work
        related to their attendance at Audit Committee meetings and the Annual Meeting
        of Shareholders. In 2005, the Company incurred fees from Ernst & Young LLP,
        the Company’s prior public accountants, in the amount of $16,500 for their
        review of SEC filings.
 
 Of
        the
        time expended by the Company’s principal accountants to audit the Company’s
        financial statements for the year ended December 31, 2006, 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.
  -17-
  **PART
        IV**
  **Item
        15.** **Exhibits
        and Financial Statements.**
 (a)(3)
                
                Exhibits.31.1
                
                Certification
                    of the Chief Executive Officer as required by Rule 13a-14(a),
                    as adopted
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002.31.2
                
                Certification
                    of Chief Financial Officer as required by Rule 13a-14(a), as
                    adopted
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002.
  -18-
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange
        Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
        Registrant’s Annual Report on Form 10-K to be signed on its behalf by the
        undersigned, thereunto duly authorized this 4th day of May, 2007.
  WILSHIRE
                ENTERPRISES, INC.By:
              /s/ S.
                Wilzig
                IzakS.
                Wilzig IzakChairman of the Board andChief
                  Executive Officer/s/ Francis J. ElenioFrancis
                J. ElenioChief Financial Officer
  -19-
  **EXHIBIT
        INDEX**
 
 31.1
              Certification
                  of the Chief Executive Officer as required by Rule 13a-14(a), as
                  adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 31.2
              Certification
                  of Chief Financial Officer as required by Rule 13a-14(a), as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 -20-