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Global Arena Holding, Inc. – ‘S-4’ on 5/10/05

On:  Tuesday, 5/10/05, at 4:15pm ET   ·   Accession #:  1193125-5-102771   ·   File #:  333-124778

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/05  Global Arena Holding, Inc.        S-4                   15:2.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.42M 
                          Business-Combination Transaction                       
 2: EX-10.6     Form of Incentive Stock Option Grant Under Dwm      HTML     16K 
                          2002 Equity Incentive Plan                             
 3: EX-10.7     Form of Non-Qualified Stock Option Grant Under Dwm  HTML     14K 
                          2002 Equity Incentive Plan                             
 4: EX-23.1     Consent of Ernst & Young LLP                        HTML      8K 
11: EX-23.10    Consent of Alexander L. Cappello                    HTML      9K 
12: EX-23.11    Consent of Sir John Jennings                        HTML      8K 
13: EX-23.12    Consent of Steven E. Karol                          HTML      8K 
14: EX-23.13    Consent of Michael J. Koss                          HTML      8K 
15: EX-23.14    Consent of J. David Martin                          HTML      8K 
 5: EX-23.2     Consent of Rose, Snyder & Jacobs                    HTML      8K 
 6: EX-23.5     Consent of Houilihan Valuation Advisors             HTML      9K 
 7: EX-23.6     Consent of Arc Associates Ltd., Trading as Arc      HTML      9K 
                          Associates                                             
 8: EX-23.7     Consent of Harry J. Bradbury, Ph.D.                 HTML      9K 
 9: EX-23.8     Consent of Gary P. Rolfes                           HTML      8K 
10: EX-23.9     Consent of Rakesh Varma                             HTML      8K 

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As filed with the Securities and Exchange Commission on May 10, 2005

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

DICKIE WALKER MARINE, INC.

(Exact name of registrant as specified in its charter)

1405 South Coast Highway

Oceanside, California 92054

(760) 450-0360

(Address and telephone number of registrant’s principal executive offices)

Gerald W. Montiel

Chief Executive Officer

Dickie Walker Marine, Inc.

1405 South Coast Highway

Oceanside, California 92054

(760) 450-0360

(Name, address and telephone number, of agent for service)

Copies of all communications to be sent to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the acquisition agreement described therein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨                      

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

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The information in the accompanying proxy statement/prospectus is not complete and may be changed. Dickie Walker Marine, Inc. may not complete the offer and sell its securities until the registration statement filed with the United States Securities and Exchange Commission is effective. The accompanying proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY         , 2005

PROXY STATEMENT/PROSPECTUS

To the stockholders of Dickie Walker Marine, Inc. and the securityholders of Intelligent Energy Holdings Plc:

Dickie Walker Marine, Inc. (“DWM”) and Intelligent Energy Holdings Plc (“IEH”) have agreed to combine under the terms of an acquisition agreement. DWM will make an offer for all of the outstanding shares in the share capital of IEH, as well as all outstanding options and warrants to acquire IEH ordinary shares. Options to acquire IEH ordinary shares are known as the “IEH options” and warrants to acquire IEH ordinary shares are known as the “IEH warrants,” the terms and conditions of which are described in the accompanying proxy statement/prospectus. If the offer is accepted in full, all of the outstanding ordinary shares of IEH will be exchanged for 12,448,420 shares of new DWM common stock and options and warrants to purchase up to 6,980,451 shares of new DWM common stock will be issued, after giving effect to a proposed 1 for 5 reverse stock split. If the offer is accepted and the conditions to the offer are completed or waived, (i) each holder of IEH ordinary shares will be entitled to receive 0.324 shares of DWM common stock for each IEH ordinary share held and (ii) each holder of IEH options and IEH warrants will be entitled to exercise such option or warrant, as the case may be, and receive shares of DWM in connection with the offer purchase or, in the alternative, to exchange such option or warrant for an option or warrant to purchase 0.324 shares of DWM at a per share purchase price equal to the current per share exercise price of the IEH option or IEH warrant, as the case may be, divided by 0.324. DWM stockholders will continue to own their existing DWM shares, options and warrants.

DWM common stock is traded on the Nasdaq SmallCap Market under the ticker symbol “DWMA.” IEH is a public limited company registered in England and Wales with approximately 95% of the holders of its share capital located outside of the U.S.

The transaction cannot be completed unless DWM’s stockholders approve the issuance of shares of DWM common stock in the transaction and the resulting change of control of DWM. DWM stockholders collectively holding 38% of the outstanding DWM common stock have already provided Parent Support Agreements, under which such stockholders agreed to vote all of their outstanding shares in favor of the proposed transaction. In addition, the transaction cannot be completed unless IEH securityholders holding over 50% in nominal value of the outstanding IEH ordinary shares to which the offer relates accept the offer.

Before voting, if you are a DWM stockholder, or accepting the offer, if you are an IEH securityholder, you should carefully review all the information contained in the attached proxy statement/prospectus. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 23 HEREIN AND THE RISK FACTORS LISTED BEGINNING ON PAGE 11 OF THE ANNUAL REPORT OF DWM ON FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 2004, WHICH IS INCORPORATED HEREIN BY REFERENCE. Ernst & Young LLP, independent registered public accounting firm for DWM, has noted in its report on DWM’s financial statements included in DWM’s annual report on Form 10-KSB for the year ended September 30, 2004, that DWM’s financial condition raises substantial doubt about DWM’s ability to continue as a going concern. Note 1 to IEH’s financial statements for the year ended September 30, 2004, audited by Rose, Snyder & Jacobs, independent registered public accounting firm for IEH, states that at that time IEH’s financial condition raised substantial doubt about IEH’s ability to continue as a going concern.

If you are a DWM stockholder, whether or not you expect to attend the DWM special meeting, the details of which are described on the Notice of Special Meeting of Stockholders enclosed, please complete, date, sign and promptly return the accompanying proxy in the enclosed envelope.

If you are an IEH securityholder, to accept the offer, you must complete the appropriate acceptance procedure by no later than 3:00 p.m. London time, on                     , 2005. The procedure for acceptance of the offer is described in the section entitled “Procedure for Acceptance” beginning on page 181 of the proxy statement/prospectus and in the form of acceptance accompanying the offer.

We strongly support the combination of DWM and IEH and join our respective boards of directors in recommending that DWM’s stockholders vote FOR the proposals presented for their approval at the DWM special meeting and that IEH’s securityholders ACCEPT DWM’s offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of DWM common stock to be issued in connection with the transaction described in this proxy statement/prospectus or determined whether this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated May     , 2005 and is first being mailed to stockholders of DWM and securityholders of IEH on or about                     , 2005.

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DICKIE WALKER MARINE, INC.

1405 South Coast Highway

Oceanside, California 92054

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on                     , 2005

To the stockholders of Dickie Walker Marine, Inc.:

You are cordially invited to attend a Special Meeting of Stockholders of Dickie Walker Marine, Inc., a Delaware corporation (“DWM”). The meeting will be held on                     , 2005 at                      p.m., Pacific Daylight Time (local time), at DWM’s principal executive offices, located 1405 South Coast Highway, Oceanside, California 92054, for the following purposes:

1. To consider and vote upon a proposal to approve DWM’s offer for all of the ordinary shares and outstanding options and warrants to purchase ordinary shares of Intelligent Energy Holdings Plc (“IEH”), a company registered in England and Wales, on the terms and conditions set forth in the proxy statement/prospectus accompanying this notice (the “offer”). The offer results in a change of control of DWM.

2. To approve an amendment to DWM’s Certificate of Incorporation to effect a reverse stock split of DWM’s common stock pursuant to which five outstanding shares would be combined into one share of DWM common stock and to authorize DWM’s board of directors to file such amendment.

3. To approve an amendment to DWM’s Certificate of Incorporation to increase the number of authorized shares of DWM common stock to 100,000,000 and to authorize DWM’s board of directors to file such amendment.

4. To approve an amendment to the DWM 2002 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder from 750,000, before giving effect to the proposed reverse stock split, to 6,650,000, after giving effect to the proposed reverse stock split.

5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement/prospectus accompanying this notice. DWM encourages you to read the proxy statement/prospectus in its entirety before voting.

The record date for the DWM Special Meeting is                     , 2005. Only DWM stockholders of record at the close of business on that date may vote at the DWM special meeting or any adjournments thereof.

All DWM stockholders of record are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy card as promptly as possible in order to ensure your representation at the meeting. A return envelope (with postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Your vote is important regardless of the number of shares you own. DWM and IEH cannot complete the transaction unless holders of a majority of the shares of DWM common stock entitled to vote at the DWM special meeting are present, either in person or by proxy, proposal 1 and proposal 4 are approved by the majority of the total votes cast at the DWM special meeting, and proposals 2 and 3 are approved by the majority of total shares outstanding entitled to vote.

By Order of the Board of Directors,

Gerald W. Montiel

Chief Executive Officer and Chairman of the Board

Oceanside, California

                    , 2005

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Where You Can Find More Information About DWM

Dickie Walker Marine, Inc. (“DWM”) files annual, quarterly and special reports, proxy statements and other information with the United States Securities and Exchange Commission (the “SEC”). DWM’s SEC filings are available to the public over the Internet at the SEC’s Website at http://www.sec.gov. You may also read and copy any document DWM files with the SEC at, or obtain copies of the documents at prescribed rates by writing to the SEC’s Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room.

This proxy statement/prospectus “incorporates by reference” important business and financial information from documents DWM has previously filed with the SEC and has not included in or delivered with this proxy statement/prospectus. Information that DWM files subsequently with the SEC will automatically update this proxy statement/prospectus. DWM incorporates by reference the documents listed below and any filings DWM makes with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the Registration Statement that contains this proxy statement/prospectus and prior to the time that the Offer becomes or is declared unconditional in all respects:

You may, during normal business hours on any weekday, inspect the Registration Statement of which this proxy statement/prospectus is a part and you may request a copy of the Registration Statement or a copy of these filings, at no cost, by writing or telephoning the following at the following addresses:

If you would like to request any documents related to DWM, please do so by             , 2005 in order to receive them before the DWM special meeting.

Financial Information

The extracts from the financial statements of, and other information about, DWM and IEH appearing in this proxy statement/prospectus are presented in U.S. dollars ($) and have been prepared in accordance with the generally accepted accounting principles (“GAAP”) of the U.S. On February 2, 2005, the last dealing day before the announcement of the acquisition agreement, the conversion rate of pounds sterling to U.S. dollars was $1.8826 per £1.00, as set by the Noon Buying Rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York. This information is provided for the convenience of the reader and may differ from the actual rates in effect during the periods covered by the IEH financial information discussed herein.

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SECTION ONE—OVERVIEW

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

Throughout this proxy statement/prospectus, when we use the term “DWM,” we are referring to Dickie Walker Marine, Inc., and when we use the term “IEH,” we are referring to Intelligent Energy Holdings Plc. When we use the term “combined group,” we are referring to these entities as they will exist and operate if the proposed transaction closes, as further described below and in the section entitled “Proposal 1—Approval Of Issuance Of DWM Common Stock And Change Of Control Of DWM Pursuant To An Offer To Acquire The Whole Share Capital Of IEH—The Transaction.” When we use the term “acquisition agreement,” we are referring to the Acquisition Agreement, dated February 3, 2005, and its Amendment No. 1, dated May      2005, between IEH and DWM, which are attached to this proxy statement/prospectus as Annex A. The original Acquisition Agreement was also publicly filed by DWM with the SEC as Exhibit 2.2 on Form 8-K on February 8, 2005; the amendment is filed as Exhibit 2.2 to the registration statement of which this proxy statement prospectus is a part. Unless expressly specified otherwise, all of the numbers of shares of DWM common stock referred to in this proxy statement/prospectus are calculated without giving effect to the proposed 1 for 5 reverse stock split for which the DWM board of directors is currently seeking the approval of DWM’s stockholders. For details of the reverse stock split proposal, see the section entitled “Proposal 2—Approval of Amendment to DWM’s Certificate of Incorporation to Effect a Reverse Stock Split of DWM Common Stock” on page 147. Unless expressly specified otherwise, all of the numbers of DWM common stock and share ownership numbers of DWM common stock referred to in this proxy statement/prospectus are calculated without giving effect to any issuance of DWM common stock upon the exercise of any outstanding DWM options or conversion of any outstanding DWM warrants after the record date.

Additionally, when we use the terms “transaction” or the “transactions contemplated by the acquisition agreement,” we are referring to:

In order to complete the transaction, DWM stockholders must vote to approve the issuance of shares of DWM common stock, and options and warrants to purchase shares of DWM common stock, in the transaction and the resulting change of control of DWM, and approve other related proposals. DWM is sending this proxy statement/prospectus and the enclosed proxy card to its stockholders because DWM’s board of directors is soliciting their proxy to vote on this matter and various other matters set forth in this proxy statement/prospectus at the announced special meeting of DWM’s stockholders to be held                     , 2005, which we refer to as the “DWM special meeting.”

DWM is sending this proxy statement/prospectus to IEH’s securityholders, optionholders and warrantholders to inform them of DWM’s recommended offer and solicit their acceptance. In order to complete the transaction, IEH shareholders holding over 50% in nominal value of the outstanding IEH

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ordinary shares to which the offer relates, which we refer to collectively as the “IEH shares,” must accept the offer in accordance with the instructions set forth in this proxy statement/prospectus and the accompanying form of acceptance. For detailed acceptance instructions, IEH securityholders should read the section entitled “Procedure for Acceptance” beginning on page 181.

This proxy statement/prospectus contains important information about the transaction and the other proposals to be presented at the DWM special meeting, including the proposed reverse stock split, the proposed increase in the authorized number of shares of DWM common stock and the proposed increase in the number of shares reserved for issuance under DWM’s 2002 Equity Incentive Plan, as amended, which we refer to as the “DWM 2002 plan.”

Both DWM stockholders and IEH securityholders should read this proxy statement/prospectus carefully.

For details of the reasons for the transaction, see the sections entitled “DWM’s Reasons for the Transaction” and “IEH’s Reasons for the Transaction” on pages 49 and 51, respectively.

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After the transaction is complete, DWM will be managed by IEH’s management team, whose experience and interest will focus on IEH’s business plans, to the detriment of DWM’s current business. Therefore, if the transaction closes, the combined group intends to explore opportunities to sell and/or license the Dickie Walker^™ brand to another apparel, boating, or marine company, along with its associated assets and liabilities, generating for the combined group, if such business is sold or licensed, a recognized return on this value inherent in DWM’s current business. As a result, the combined group’s stockholders will be primarily invested in an international fuel cell technology company, as opposed to an apparel and accessories company, with different industry risks.

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For a description of the factors considered by DWM’s board of directors in making its determination, DWM stockholders should read the section entitled “DWM’s Reasons for the Transaction” on page 49.

For a description of the factors considered by IEH’s board of directors in making its determination, see the section entitled “IEH’s Reasons for the Transaction” on page 51.

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If you are DWM securityholder, you should complete and return the enclosed proxy card as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

If you are a IEH securityholder, you should complete and return the enclosed form of acceptance as soon as possible and before the offer expires, in accordance with the instructions in the section entitled “Procedure for Acceptance” on page 181 and the accompanying form of acceptance.

If you are a DWM stockholder and you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must provide the record holder of your shares with instructions on how to vote your shares with regard to the proposals described in this proxy statement/prospectus, or obtain a proxy issued in your name from that record holder. For a more complete description of voting shares held in “street name,” see the section entitled “Special Meeting of DWM Stockholders” on page 42.

If you are a DWM stockholder and you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum but will not be voted on any of the proposals relating to the transaction. Abstaining in this manner will have the same

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impact as a vote against approval of the amendments to DWM’s Certificate of Incorporation, interfering with DWM’s ability to make the offer and close the transaction.

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You may also obtain additional information about DWM from documents filed with the United States Securities and Exchange Commission, which we refer to as the “SEC,” by following the instructions in the section entitled “Where You Can Find More Information” on page 220.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

DWM is sending this proxy statement/prospectus to DWM stockholders and IEH securityholders. This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the transaction, you should read this entire document carefully, including the acquisition agreement attached as Annex A, the opinion of Houlihan Valuation Advisors attached as Annex B; and the other documents to which DWM refers. In addition, DWM incorporates by reference into this proxy statement/prospectus important business and financial information about DWM. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” on page 220. DWM has included page references parenthetically to direct you to a more complete description of some of the topics presented in this summary.

The Companies

Dickie Walker Marine, Inc.

1405 South Coast Highway

Oceanside, California 92054

(760) 450-0360

DWM, a Delaware corporation originally incorporated in California in October 2000, designs, sources and has manufactured, markets and distributes authentic lines of nautically inspired apparel, gifts and decorative items. The Dickie Walker^™ brand is a lifestyle brand consisting of nautically inspired apparel and accessory items for the home, office and boat, designed to appeal to the 30 to 60 year-old, upper middle-class consumer, who enjoys being around the water. DWM designs its apparel and accessories to appeal directly to those customers who aspire to the nautical lifestyle. The Dickie Walker^™ brand of men’s and women’s apparel and accessories is distributed through specialty retailers, yacht clubs, resorts, higher-end sporting goods stores, marinas, coastal stores, catalogs and a branded website.

DWM has experience in “brand building” within the U.S. and believes that creating the appropriate brand image is essential for a company to be a market leader. Accordingly, DWM has devoted substantial time and effort in developing and protecting the DWM image and developing an integrated product presentation, which communicates a strong visual impact and brand message. In evaluating the future of the Dickie Walker^™ brand subsequent to the discontinuance of its private label business with West Marine Products, Inc. in late fiscal 2004, DWM concluded that it would have to expend a significant amount of funds to market the brand effectively in order to generate additional sales and profits. Although DWM believes the Dickie Walker^™ brand has good potential to generate sales in the future, DWM also believes it would likely continue to generate losses and would likely be unable to survive as a public company without additional financing, if such financing were even available.

As a result, the board of directors of DWM determined to evaluate other opportunities that may enhance stockholder value, including the acquisition of a product or technology, or pursuing a merger or acquisition of another business entity with long-term growth potential. The board of directors of DWM determined to make an offer for the outstanding shares, options and warrants of IEH. After the transaction is complete, DWM will be managed by IEH’s management team, whose experience and interest will focus on IEH’s business plans, to the detriment of DWM’s current business. If the transaction closes, the combined group intends to explore opportunities to sell and/or license the Dickie Walker^™ brand to another apparel, boating, or marine company, along with its associated assets and liabilities, providing the combined group, if DWM is sold, with a recognized return on this value inherent in DWM’s current business. As a result, the combined group’s stockholders will be primarily invested in an international fuel cell technology company, as opposed to an apparel and accessories company, with different industry risks.

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It is not expected that the combined group will fund the operations of DWM’s current business with revenues generated by IEH’s business or from proceeds, if any, raised to fund IEH’s business. If the combined group is not successful in selling and/or licensing the Dickie Walker^™ brand within one year from the closing of the acquisition of IEH, the new management team expects to terminate DWM’s current business completely.

Ernst & Young LLP, independent registered public accounting firm for DWM, noted in its report on DWM’s financial statements included in DWM’s Annual Report on Form 10-KSB for the year ended September 30, 2004, as amended, that DWM’s financial condition raises substantial doubt about DWM’s ability to continue as a going concern.

At March 31, 2005, DWM had approximately 9 full-time employees and 5 part-time employees.

For more information, visit DWM’s website at www.dickiewalker.com; however, information on DWM’s website is not a part of this proxy statement/prospectus, and should not be relied upon in evaluating the proposals set forth for approval by the DWM stockholders or the offer for acceptance by the IEH securityholders.

Intelligent Energy Holdings Plc

42 Brook Street

Mayfair

London W1K 5DB

Great Britain

44 (0) 20 7958 9033

IEH is an energy solutions group with a proprietary suite of new energy technologies, and is focused on commercializing energy services in hydrogen generation, fuel storage and power generation using proton exchange membrane (PEM) fuel cell technology. IEH’s products and technologies provide solutions for global applications in the motive, distributed energy, defense and portable markets. With offices in London and Loughborough, United Kingdom; Johannesburg, South Africa; Albuquerque, New Mexico; and Long Beach and Los Angeles, California, IEH is currently involved in market activities in Europe, Asia, the Americas and Africa.

IEH’s current programs are principally with various global original equipment manufacturers, or OEMs. Rather than building costly manufacturing facilities, IEH is pursuing a low capital intensive revenue model, through which it provides design, customization and prototype build services for a fee, with the express intention of earning additional license and royalty fees from the embedded technology when the products are taken to volume production by these partners. IEH is also actively involved in establishing regional consortia in Southern Africa, Latin America and Europe and believes the consortia model is applicable in most regions. IEH’s technologies are equally applicable to both hydrocarbon-based and renewable energy solutions, so it is capable of addressing multiple opportunities in diverse markets, and it is not constrained by single products, sectors or geographical areas.

Note 1 to IEH’s financial statements for the year ended September 30, 2004, audited by Rose, Snyder & Jacobs, independent registered public accounting firm for IEH, states that at that time IEH’s losses and negative cash flow from operations raised substantial doubt about IEH’s ability to continue as a going concern.

At March 31, 2005, IEH had approximately 75 employees.

For more information, visit IEH’s website at www.intelligent-energy.com; however, information on IEH’s website is not part of this proxy statement/prospectus, and should not be relied upon in evaluating the proposals set forth for approval by the DWM stockholders or the offer for acceptance by the IEH securityholders.

DWM and IEH operate in completely distinct industries and do not compete with each other.

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Summary of the Structure of the Transaction (see Page 72)

DWM has agreed to make an offer to each IEH securityholder for all shares in the share capital of IEH and all options and warrants to acquire ordinary shares of IEH. The IEH shareholders who accept the offer will receive new DWM common stock in exchange for their IEH shares. IEH optionholders and warrantholders may either exercise their options or warrants and receive shares of DWM in connection with the offer or accept new options or warrants, as the case may be, to acquire DWM common stock in exchange for their options or warrants, based on an exchange ratio described in more detail in the section entitled “The Transaction Consideration and Exchange of Securities” on page 73.

To close, DWM must receive valid acceptances of its offer in respect of over 50% in nominal value of the outstanding IEH shares. If DWM receives valid acceptances of its offer in respect of at least 90% in nominal value of the shares to which the offer relates, DWM is entitled to and intends to invoke a compulsory acquisition process under the Companies Act in order to acquire 100% of the IEH shares. In the event DWM receives acceptances in excess of 50%, but less than 90% in nominal value of the outstanding IEH shares, the non-accepting IEH shareholders will retain their interests in Intelligent Energy Holdings Plc, a non-listed, U.K. company that upon close of the transaction will become a subsidiary of DWM, controlled by DWM. There is not, nor is there likely to be, a trading market for Intelligent Energy Holdings Plc securities.

DWM will also offer to exchange its options and warrants for each outstanding IEH option and warrant, which offer will be contingent upon the offer for the IEH shares becoming or being declared unconditional in all respects. DWM will offer each holder of an IEH option and/or an IEH warrant to acquire one IEH share, the right to exercise such option or warrant, as the case may be, and receive shares of DWM in connection with the offer. If the holder does not choose to exercise such IEH option or IEH warrants, in the alternative, DWM will offer each such holder the right to exchange such option or warrant for an option or warrant to purchase 0.324 shares of DWM at a per share purchase price equal to the current per share exercise price of the IEH option or IEH warrant, as the case may be, divided by 0.324. In the event of an exchange, all material terms of such options and warrants, including vesting, will remain the same after the exchange. In the event of a compulsory acquisition, all outstanding IEH options and warrants will become vested and exercisable pursuant to the terms of the applicable IEH option plans and warrants under the offer. In the event that an IEH optionholder or IEH warrantholder, as the case may be, does not elect to exercise or exchange his or her options, and following the implementation of the compulsory acquisition procedure by DWM to acquire any remaining IEH shares, the IEH options and IEH warrants will terminate and cease to be outstanding within one month following notification to IEH optionholders of such compulsory acquisition procedure. For details of the compulsory acquisition, see the section entitled “Compulsory Acquisition” on page 217.

If the transaction is completed, DWM will issue and otherwise allocate for issuance under options and warrants to acquire DWM common stock a total of 19,428,871 shares of DWM common stock pursuant to the terms of the offer. Following the completion of the transaction, IEH securityholders will become holders of DWM common stock, and IEH will become a subsidiary of DWM, controlled by DWM. If DWM obtains full acceptance of the offer, IEH’s securityholders will own approximately 95% of the shares of DWM’s fully diluted common stock after the acquisition. Pursuant to the acquisition agreement, upon the closing date, individuals approved by the current IEH board of directors will be nominated and appointed to the DWM board of directors and IEH’s senior management will take over management of the combined group.

Overview of the Acquisition Agreement (see Page 72)

Conditions to the Offer (see Pages 78 and 184)

DWM’s obligation to first issue shares of DWM common stock pursuant to the offer, which we refer to as the “closing,” will not take place until the holders of over 50% in nominal value of the outstanding IEH shares to

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which the offer relates shall have accepted the offer and the parties satisfy, or waive where allowable, the other conditions listed in Annex A of the acquisition agreement. These closing conditions include but are not limited to, the following:

Termination of the Acquisition Agreement (see Page 82)

The acquisition agreement may be terminated and the offer may be abandoned prior to the date the registration statement, of which this proxy statement/prospectus is a part, becomes effective, which we refer to as the “effective date,” under several circumstances, including:

the offer shall have expired, terminated or been withdrawn in accordance with the terms of the acquisition agreement without DWM having exchanged any shares pursuant to the offer (unless a principal cause of the offer having expired or having been terminated or withdrawn is a breach by the party seeking to terminate the acquisition agreement of any of its obligations under the acquisition agreement); or

there shall be any law or regulation that makes consummation of the offer illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining DWM or IEH from consummating the offer is entered and such judgment, injunction, order or decree shall become final and non-appealable;

This acquisition agreement may be terminated and the offer may be abandoned at any time from the effective date until the closing date of this by either DWM or IEH, if:

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No Solicitation (see Page 77)

The acquisition agreement contains detailed provisions prohibiting DWM and IEH, as well as their respective officers, directors, employees, agents and representatives, from taking any action to solicit a competing acquisition proposal. Notwithstanding these restrictions, the acquisition agreement provides that under limited circumstances prior to the closing date, DWM or IEH, upon receipt of an acquisition proposal from a third party, may furnish non-public information to that third party and/or enter into discussions or negotiations with that third party. We refer to an acquisition proposal from a third party which meets the specified criteria as a “superior acquisition proposal.” If either DWM or IEH receives a superior acquisition proposal, then the board of directors of the receiving party may change its recommendation relating to the transaction.

In order for the DWM board of directors to change its recommendation in response to a superior acquisition proposal, DWM shall provide IEH four days’ written notice that it intends to change its recommendation prior to any public announcement of such change, and the DWM board shall determine in good faith that failure to take such action would result in a breach of the board of directors’ fiduciary obligations to its stockholders. A change in DWM’s board of directors’ recommendation shall not affect DWM’s obligation to continue the offer and to convene the DWM special meeting. DWM shall not submit to a vote of its stockholders any transaction contemplated by a competing acquisition proposal, or propose to do so, prior to or at the DWM special meeting.

In order for the IEH board of directors to change its recommendation in response to a superior acquisition proposal, IEH shall provide DWM four days’ written notice that it intends to change its recommendation the IEH board shall determine in good faith that failure to take such action would result in a breach of the board of directors’ fiduciary obligations to its securityholders, and any such action must comply with the requirements of the City Code.

Vote of Stockholders Required (see Page 43)

In order to transact business at the DWM special meeting, holders of a majority of the shares of DWM common stock entitled to vote as of the record date for the DWM special meeting must be present, either in person or by proxy. The approval of the issuance of DWM common stock in the transaction and the resulting change of control of DWM and the approval of the proposed changes to the DWM 2002 Plan require the majority of the total votes cast at the DWM special meeting, either in person or by proxy. The approval of each of the amendments of DWM’s Certificate of Incorporation, to effect the proposed stock split and the increase in the authorized shares of DWM common stock requires the approval of the majority of total shares outstanding entitled to vote thereon. As of the close of business on the record date,                      2005 directors and executive officers and their affiliates beneficially owned and were entitled to vote          shares of DWM common stock, which represented         % of the          shares of DWM common stock outstanding and entitled to vote on that date.

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Acceptance By Shareholders Required

To complete the transaction, the IEH shareholders must accept DWM’s offer by a designated time on the date of the closing. DWM must receive the acceptances of over 50% in nominal value of the IEH shares to which this offer relates.

Directors and Management of DWM Following the Transaction (see Page 68)

The acquisition agreement provides that DWM’s board of directors will take all actions necessary such that, on the closing date of the transaction, directors who shall be acceptable to IEH’s board of directors shall be nominated and appointed to the DWM board. The parties shall ensure that the composition of the DWM board upon such appointments shall comply with the rules and regulations of Nasdaq and the SEC.

Dr. Harry Bradbury, Gary Rolfes and Rakesh Varma shall be appointed as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, respectively, of DWM, effective on the closing date and contingent upon the occurrence of the closing. After the closing date, the IEH management team is expected to remain intact and to take over management of the combined group. In addition, IEH intends to move its headquarters to California prior to the closing.

Restrictions on Ability to Sell DWM Common Stock (see Page 65)

The directors of DWM entered into Parent Support Agreements under which they have agreed not to, directly or indirectly, for a period ending on the earlier to occur of 180 days following the closing date or the termination of the acquisition agreement, sell or transfer any shares of DWM common stock held or to be acquired by them during that period. The then directors of IEH entered into lock-up agreements under which they have agreed not to, directly or indirectly, for a period ending on the earlier to occur of 180 days following the closing date and the termination of the acquisition agreement, sell or transfer any IEH shares held by them, or any shares of DWM common stock or IEH shares acquired by them during that time.

In addition, shares of DWM common stock received by affiliates of IEH may only be sold pursuant to Rule 145(d) (which restricts the volume of securities that can be sold) of the Securities Act of 1933, as amended, which we refer to as the “Securities Act”, or pursuant to a registration statement or exemption from the registration requirements of the Securities Act. DWM has agreed to file and maintain the effectiveness of a resale registration statement covering the resale of shares of DWM common stock received by the IEH securityholders who have entered into lock-up agreements and/or who may be deemed to be affiliates of IEH in the transaction until such time as less than 25% of DWM common stock received by these IEH securityholders is held by them.

Opinion of DWM’s Financial Advisor (see Page 52)

In connection with the transaction, DWM’s financial advisor, Houlihan Valuation Advisors, which we refer to as “Houlihan Valuation,” rendered its oral opinion, which was subsequently confirmed in writing, to DWM’s board of directors that, as of February 2, 2005, the consideration to be paid by DWM pursuant to the acquisition agreement was fair from a financial point of view to DWM. The full text of the written opinion of Houlihan Valuation, which sets forth the assumptions made, matters considered and limits of review in connection with the opinion, is attached as Annex B. Houlihan Valuation provided its opinion for the information and assistance of DWM’s board of directors. The opinion does not constitute a recommendation as to how holders of DWM common stock should vote with respect to the transaction or any other matter. Houlihan Valuation has consented to the inclusion of and references to its opinion in this proxy statement/prospectus.

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Interests of Directors, Officers and Affiliates (see Page 65)

In considering the recommendation of DWM’s board of directors that DWM stockholders vote in favor of the issuance of DWM common stock and the resulting change of control of DWM, DWM stockholders should be aware that some DWM executive officers and directors have interests in the transaction that may be different from, or in addition to, their interests as stockholders of DWM. These interests include that the combined group will maintain an extension of coverage of DWM’s director and officer insurance with effect from the closing date. In addition, Gerald W. Montiel, DWM’s Chief Executive Officer, has executed a consulting agreement with DWM to take effect on the closing date, under which he shall use his best efforts to sell all assets of the combined group which are directly and solely related to DWM’s prior operations. DWM’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation.

In considering the recommendation of IEH’s board of directors to IEH’s securityholders that they accept the offer, IEH securityholders should be aware that some officers and directors of IEH have interests in the transaction that are different from, or in addition to, the other IEH securityholders. These interests include:

In addition, Alexander L. Cappello, IEH’s Chairman of the Board, is also Chairman of Cappello Capital Corp., or “Cappello,” IEH’s financial advisor. Under Cappello’s agreement with IEH, IEH is obligated to pay Cappello a monthly fee plus out of pocket expenses, to provide an advisor’s warrant, and to pay a fee for the completion of certain types of transactions based on varying percentages of the transaction value. For further details of this agreement, see the section entitled “Agreements Related to the Transaction – Other Agreements” on page 84.

IEH’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation to IEH’s securityholders that they accept the offer.

Certain Material U.S. Federal Income Tax Consequences of the Transaction (see Page 57)

As described below under the heading “Certain Material U.S. Federal Income Tax Consequences”, provided the exchange of IEH shares for DWM shares qualifies as a tax-deferred transaction pursuant to Section 351 and Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” a

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U.S. holder of IEH shares and/or warrants who receives DWM shares and/or warrants pursuant to the contemplated transaction generally should not recognize gain or loss for U.S. federal income tax purposes, except that gain could be recognized with respect to the amount of cash, if any, the U.S. holder of IEH shares receives in lieu of a fractional DWM share. If the transaction qualifies as a tax-deferred transaction pursuant to Section 351, but not Section 368(a), a U.S. holder should recognize gain (if any) with respect to the amount of cash and DWM warrants (if any) received in the transaction. If the transaction does not qualify as a tax-deferred transaction, a U.S. holder should recognize gain or loss (as the case may be) to the extent of the difference between the amount of cash and the fair market value of DWM shares and warrants received and its basis in its IEH shares and warrants. A non-U.S. holder of IEH shares generally should not recognize gain or loss upon the receipt of DWM shares in exchange for IEH shares, subject to certain exceptions. See “Certain Material U.S. Federal Income Tax Consequences,” however, tax matters can be complex and the tax consequences of the transaction to you will depend on your particular tax situation. HOLDERS OF IEH SHARES, OPTIONS AND WARRANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTION TO THEM AND THE POSSIBLE EFFECTS OF CHANGES IN TAX LAWS.

Material U.K. Tax Consequences of the Transaction (see Page 202)

The transaction is structured as an exchange of securities for those in another company under Section 135 of the United Kingdom Taxation of Chargeable Gains Act 1992, which we refer to as the “TCGA.” A U.K. resident holder of IEH shares will not be treated as having disposed of its shares to the extent that it receives shares of DWM common stock in exchange and will therefore not recognize a gain on the disposal. HOLDERS OF IEH SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.K. TAX CONSEQUENCES OF ACCEPTING THE OFFER. For a more complete description of the U.K. tax consequences of the transaction, see section entitled “Material U.K. Tax Consequences of the Transaction” on page 202.

Risk Factors (see Page 23)

In evaluating the acquisition agreement, the principal terms of the transaction or the issuance of DWM securities in the transaction, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 23 as well as the risk factors listed in the annual report on Form 10-KSB of DWM for the year ended September 30, 2004, as amended, and the quarterly report on Form 10-QSB of DWM for the quarter ended December 31, 2004.

Listing of DWM Common Stock on the Nasdaq SmallCap Market (see Page 67)

It is a condition to the offer that the shares of DWM common stock to be issued in the transaction be approved for listing on the Nasdaq SmallCap Market, subject to official notice of issuance, that Nasdaq announce such listing and that Nasdaq not have delisted the outstanding shares of DWM common stock. No assurance can be given that DWM will maintain the listing of its current outstanding common stock or that a listing will be obtained for the new shares of DWM common stock to be issued on the Nasdaq.

On February 16, 2005, DWM received a notification from the Nasdaq staff stating that as of December 31, 2004, DWM was not in compliance with Nasdaq Marketplace Rule 4310(c)(2)(B), which requires a company to have a minimum of $2,500,000 in stockholders’ equity or $35,000,000 in market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. As a result, the Nasdaq staff is reviewing DWM’s eligibility for continued listing on the Nasdaq SmallCap market.

At the request of the Nasdaq staff, on March 3, 2005, DWM provided Nasdaq with a plan to achieve and sustain compliance with the Nasdaq listing requirements, which primarily relies upon the consumation of the

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acquisition of IEH. DWM supplemented that submission on March 23, 2005. In its original submission, DWM conceded that the proposed acquisition would constitute a “reverse merger” as that term is contemplated under Nasdaq Marketplace Rule 4330(f), and that, as a result, the post-merger combined group will be required to demonstrate compliance with the requirements for initial listing on the Nasdaq SmallCap Market. The plan submitted by DWM indicated the company’s expectation that the post-merger combined group will satisfy all requirements for initial listing following the completion of the proposed 1 for 5 reverse stock split, and requested additional time to demonstrate compliance with the listing requirement.

In the event the Nasdaq staff determines not to grant DWM’s requested extension of time to demonstrate compliance, it will provide DWM with a delisting notice. DWM will be afforded the opportunity to appeal such a Staff Determination to a Nasdaq Listing Qualifications Panel. Under Nasdaq Marketplace Rules, the filing of the appeal shall stay the delisting until the Panel issues its written determination. DWM intends to request an appeal in the event of a Nasdaq Staff Determination to delist.

DWM is required to file an application for initial listing on the Nasdaq SmallCap Market in connection with the proposed acquisition. If the application is not approved, or if DWM’s common stock is delisted prior to the consummation of the acquisition, the transaction could fail. Additionally, the post-merger combined group could be subject to delisting if it does not satisfy the requirements for initial listing immediately up consummation of the transaction. See the section entitled “Risk Factors – Risks Relating to the Transaction” on page 23.

Market Price Information (see Page 21)

DWM common stock is currently listed on the Nasdaq SmallCap Market under the trading symbol “DWMA.” On February 2, 2005, the last full trading day prior to the public announcement of the acquisition agreement, DWM common stock closed at $0.95 per share. On                     , 2005, DWM common stock closed at $             per share.

IEH ordinary shares are not currently listed on an exchange.

Regulatory Approval (see Page 64)

The transaction is subject to antitrust laws. For the reasons described in greater detail in the section entitled “Regulatory Matters; Hart-Scott-Rodino Act and Antitrust” on page     , the transaction between the parties is not presently believed to be subject to the reporting and waiting provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act. Thus, no filings have been made or are presently contemplated with the U.S. Department of Justice, or the “DOJ,” and the U.S. Federal Trade Commission, or the “FTC.” Nevertheless, either the DOJ or the FTC as well as a foreign regulatory agency or government, state or private person, may challenge the transaction at any time before or after completion.

Appraisal Rights (see Page 132)

Under the Delaware General Corporation Law, which we refer to as the “DGCL,” the stockholders of DWM do not have appraisal rights in connection with the issuance of DWM common stock in the transaction and the resulting change of control of DWM, in connection with the proposed amendments to DWM’s Certificate of Incorporation nor in relation to the proposed changes to the DWM 2002 Plan.

IEH securityholders generally do not have appraisal rights under English law.

Comparison of Securityholder Rights (see Page 132)

The rights of IEH securityholders as securityholders of DWM after the transaction will be governed by the DGCL, DWM’s Certificate of Incorporation and DWM’s bylaws. Those rights differ from the rights of IEH

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securityholders under English law, IEH’s Memorandum of Association, IEH’s Articles of Association and any outstanding agreements between IEH and its securityholders. See the sections entitled “Comparison of Rights of Holders of DWM Common Stock and IEH Shares” on page 113 and “Comparison of Rights of Holders of Options Under the DWM 2002 Plan and Options Under the IEH Share Option Scheme” on page 135.

Proxies (see Page 83)

IEH has entered into Parent Support Agreements with the directors of DWM, under which these individuals have agreed to vote the DWM shares of common stock they hold in favor of the approval of the issuance of common stock in connection with the transaction and the resulting change of control of DWM, and all other proposals to be acted on by DWM’s stockholders at the DWM special meeting in accordance with the acquisition agreement or any other matters that could reasonably be expected to facilitate the transaction. As of December 31, 2004, the DWM directors beneficially owned approximately 38% of the outstanding shares of DWM common stock.

SELECTED SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following tables present summary historical financial data, summary unaudited pro forma combined financial data, comparative per share data as well as market price, exchange rate and dividend data of DWM and IEH.

The financial information of IEH used in the preparation of the pro forma information appearing in this section has been adjusted to comply with U.S. GAAP and contains translations of pounds sterling amounts into U.S. dollars. Such translations should not be construed as representations that the pounds sterling amounts represent, or have been, or could be converted into U.S. dollars at that or any rate.

Selected Summary Historical Financial Data of DWM

The following table sets forth selected summary historical financial data of DWM. The information presented below was derived from DWM’s audited financial statements as of September 30, 2003 and 2004, for the three years ended September 30, 2002, 2003 and 2004, and from DWM’s unaudited financial statements for the three months ended December 31, 2003 and 2004. This information is only a summary. You should read it together with DWM’s historical financial statements and accompanying notes incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of future results.

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Selected Summary Historical Financial Data of IEH

The following table sets forth summary historical financial data of IEH. The information presented below is derived from IEH’s audited financial statements as of September 30, 2002, 2003 and 2004, for the years then ended, and from IEH’s unaudited financial statements for the three months ended December 31, 2003 and 2004. This information is only a summary. You should read it together with IEH’s historical financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. Historical results are not necessarily indicative of future results.

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Selected Unaudited Pro Forma Condensed Combined Financial Data of DWM and IEH

The following selected unaudited pro forma condensed combined financial data was prepared using the purchase method of accounting. For accounting purposes, IEH is considered to be acquiring DWM in this transaction. The unaudited pro forma condensed combined statements of operations data combines the historical statements of operations of DWM and IEH for the year ended September 30, 2004 and for the three months ended December 31, 2004, giving effect to the proposed transaction as if it had occurred on October 1, 2003 and October 1, 2004, respectively. The unaudited pro forma condensed combined balance sheet data combines the historical balance sheets of DWM and IEH as of December 31, 2004, giving effect to the proposed transaction as if it had occurred as of December 31, 2004.

The selected unaudited pro forma condensed combined financial data is based on estimates and assumptions that are preliminary. The data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial condition of DWM that would have been reported had the proposed transaction been completed as of the dates presented, and should not be taken as representative of future results of operations or financial condition of DWM. Please also read the section in this proxy statement/prospectus entitled “Cautionary Note Regarding Forward Looking Statements” on page 40 for more information on the statements made in this section.

This selected unaudited pro forma condensed combined financial data should be read in conjunction with the summary selected historical financial data, the unaudited pro forma condensed combined financial statements and accompanying notes contained elsewhere in this proxy statement/prospectus, IEH’s historical financial statements and accompanying notes contained elsewhere in this proxy statement/prospectus and DWM’s historical financial statements and accompanying notes incorporated by reference into this proxy statement/prospectus.

Comparative Per Share Data

The following table presents historical per share data regarding the net loss and book value of each of DWM and IEH and unaudited combined pro forma per share data after giving effect to the transaction as a purchase of DWM by IEH. The pro forma net loss per share information gives effect to the proposed transaction for the year ended September 30, 2004 and for the three months ended December 31, 2004, as if it had occurred on October 1, 2003 and October 1, 2004, respectively. The pro forma book value per share information gives effect to the proposed transaction as if it had occurred on September 30, 2004 and December 31, 2004, respectively. The pro

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forma combined shares consist of 12,448,420 new DWM common shares to be issued to IEH securityholders (excluding the up to 6,980,451 DWM share equivalents to be issued to IEH optionholders and warrantholders) added to the shares used in computation of DWM’s historical basic and diluted net loss per share or historical book value for the applicable period with giving effect to the 1 for 5 reverse stock split. Neither DWM nor IEH has paid any cash dividends during the periods presented.

The data has been derived from and should be read in conjunction with the summary selected historical financial data, IEH’s historical financial statements and accompanying notes contained elsewhere in this proxy statement/prospectus, the unaudited pro forma condensed combined financial statements contained elsewhere in this proxy statement/prospectus and DWM’s historical financial statements and the accompanying notes incorporated by reference into this proxy statement/prospectus. The unaudited pro forma per share data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial condition of DWM that would have been reported had the transaction been completed as of the dates presented, and should not be taken as representative of future consolidated results of operations or financial condition of the combined company.

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MARKET PRICE, EXCHANGE RATE AND DIVIDEND DATA

Market Price Data

DWM common stock is quoted on the Nasdaq SmallCap Market and traded under the symbol “DWMA.” The table below sets forth for the periods indicated the high and low bid prices per share of DWM common stock since its initial listing on the Nasdaq SmallCap Market in May 2002. Prior to that time, there was no established trading market for DWM shares. For current price information with respect to DWM common stock, you are urged to consult publicly available sources. No assurance can be given as to future prices of, or markets for, shares of DWM common stock.

There is no established trading market for IEH shares.

Recent Share Price Data

On February 2, 2005, the last completed trading day prior to the announcement of the acquisition agreement, the closing sales price of DWM common stock on the Nasdaq SmallCap Market was $0.95 per share. On                     , 2005, the closing sales price of DWM common stock on the Nasdaq SmallCap Market was $             per share. The table below sets forth the implied equivalent value of one share in IEH’s share capital on the dates indicated, based on the exchange ratio on a post-reverse split basis. Changes in the market price of DWM common stock will not affect the number of shares of DWM common stock to be received by IEH’s securityholders.

Exchange Rate Data

DWM common stock is quoted and trades on the Nasdaq SmallCap Market in U.S. dollars. Fluctuations in the currency exchange rate between the United States dollar and pounds sterling will cause the value of DWM

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common stock received by a IEH securityholder to change. The following table sets forth, for each period indicated, the high, low and daily average interbank exchange rates for one United States dollar expressed in pounds sterling and the daily average interbank exchange rate at the end of such period.

On February 2, 2005, the last trading day prior to the announcement of the acquisition agreement, the exchange rate for one United States dollar expressed in pounds sterling was £0.5310. On                     , 2005, the exchange rate for one United States dollar expressed in pounds sterling was £                    .

DWM stockholders and IEH securityholders are advised to obtain current market quotations for DWM common stock and current currency exchange rates between the United States dollar and pounds sterling. No assurance can be given as to the market price of DWM common stock or the currency exchange rate at any time before or after the completion of the transaction. The exchange ratios will not be adjusted to compensate IEH’s securityholders for decreases in the market price of DWM common stock or the currency exchange rate, whether they occur before or after the completion of the transaction. Similarly, the exchange ratios will not be adjusted to compensate DWM for any increases in the market price of DWM common stock.

Dividends

To date, DWM has not paid cash dividends on its common stock and does not intend to pay any cash dividends in the foreseeable future.

To date, IEH has not paid cash dividends on its outstanding share capital and does not intend to pay cash dividends in the foreseeable future.

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RISK FACTORS

DWM stockholders should carefully consider the following factors in evaluating whether to approve the proposals to be voted on at the DWM annual meeting. IEH securityholders should carefully consider the following factors in evaluating whether to accept DWM’s offer. These factors should be considered in conjunction with the other information included in or incorporated by reference into this proxy statement prospectus, including the risks discussed in DWM’s Form 10-KSB for the year ended September 30, 2004, as amended, in Item 6 under “Risks and Uncertainties” and Item 8A under “Controls and Procedures” and DWM’s Form 10-QSB for the quarter ended December 31, 2004 in Item 2 under “Risks and Uncertainties” and Item 3 under “Controls and Procedures.”

Risks Relating to the Transaction

The exchange ratio is fixed and will not be adjusted based on fluctuations in DWM’s stock price. As a result, the specific dollar value of DWM common stock that IEH securityholders will receive upon completion of the transaction will depend on the market value of DWM common stock at that time.

DWM’s stock price has been volatile in the past and may continue to be volatile in the future. If the transaction is completed, DWM will issue and otherwise allocate for issuance under options and warrants to acquire DWM common stock, up to a total of 19,428,871 shares of DWM common stock pursuant to the terms of the offer. If the offer is approved by the DWM stockholders and accepted by IEH shareholders with respect to over 50% of the IEH shares to which the offer relates, (i) each holder of IEH ordinary shares will be entitled to receive 0.324 shares of DWM common stock for each IEH ordinary share, and (ii) each holder of IEH options and warrants agreeing to the exchange will receive option or warrant shares, as the case may be, of DWM as adjusted for the exchange ratio. The exchange ratio will not change based on the fluctuations in the market price of DWM common stock. As a result, the specific dollar value of DWM common stock that IEH securityholders will receive upon completion of the transaction will depend on the market value of DWM common stock at that time. The market price of DWM common stock upon the completion of the transaction will likely vary from the market price as of the date of this proxy statement/prospectus and as of the date of the DWM special meeting and the date that the offer is made to IEH’s securityholders. Any reduction in DWM’s stock price will result in IEH securityholders receiving less value at the time of the closing of the transaction from shares of or options or warrants to purchase DWM common stock received. Conversely, any increase in DWM’s stock price will result in IEH securityholders receiving greater value at the time of the closing of the transaction from shares of or options or warrants to purchase DWM common stock received.

Variations in the market price of DWM common stock may be caused by a number of factors, including, among others, announcement of the intended transaction and related material events, DWM and/or IEH’s ability to obtain interim financing, changes in the business, operations or prospects of DWM and/or IEH, the timing of the transaction, regulatory considerations and general market, industry and economic conditions. DWM stockholders and IEH securityholders are urged to obtain recent market quotations for DWM common stock.

The issuance of shares of DWM common stock to IEH securityholders in the transaction will substantially reduce the percentage interests of DWM stockholders.

If the transaction is completed, DWM will issue, or otherwise allocate for issuance under options and warrants to acquire DWM common stock, a total of up to 19,428,871 shares of DWM common stock pursuant to the terms of the offer. The issuance and allocation of this substantial number of new shares of DWM common stock, along with the effect of the reverse stock split, will cause a significant reduction in the relative percentage interests of current DWM stockholders in the earnings, voting, liquidation value, and book and market value of DWM. Following the completion of the transaction and upon issuance of the new shares, subject to full acceptance of the offer, current IEH securityholders will own approximately 95% of DWM’s common stock on a fully diluted basis, and current DWM stockholders will own approximately 5% of DWM’s common stock on a fully diluted basis.

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Following the completion of the transaction, IEH’s current directors, officers and securityholders will have substantial control over the combined group.

If the transaction closes, pursuant to the acquisition agreement, IEH’s current board of directors will approve of the individuals to serve on the combined group’s initial board of directors and IEH’s current management team is expected to take over leadership of the combined group post-closing. Further, IEH’s securityholders will beneficially own approximately 95% of the combined group after the transaction. These stockholders will be able to approve all matters requiring approval by the combined group’s stockholders, including the future election of directors and the approval of subsequent transactions or other changes in corporate control.

The combined group intends to implement a new business model after the transaction which is different from DWM’s existing business model and intends to sell off DWM’s current core business.

After the transaction is complete DWM will be managed by IEH’s management team, whose experience and interest will focus on IEH’s business plans, to the detriment of DWM’s current business. If the transaction closes, the combined group intends to explore opportunities to sell and/or license the Dickie Walker^™ brand to another apparel, boating, or marine company, along with its associated assets and liabilities, providing the combined group with a recognized return on this value inherent in DWM’s current business. As a result, the combined group’s stockholders will be primarily invested in an international fuel cell technology company, as opposed to an apparel and accessories company, with different industry risks. Current DWM stockholders should carefully read “Risks Relating to IEH’s Business” beginning on page 31 of this section.

If the combined group is unable to wind up DWM’s operations in a timely manner, it will incur additional expense trying to maintain the value of the Dickie Walker brand or may fail to recognize a return on the value of this asset altogether.

If the transaction closes, the combined group intends to wind up DWM’s prior operations in the apparel and accessories industry and sell or license the Dickie Walker^™ brand to another apparel, boating, or marine company, providing the combined group with a recognized return on this value inherent in DWM’s current business and allowing it to focus solely on IEH’s fuel cell technology business. However, if the combined group is unable to do so in a timely manner, the continued diversion of the combined group’s management’s time and attention to such efforts may slow the combined group’s ability to effectively maintain IEH’s existing business relationships or pursue additional partners to the possible detriment of the combined group’s revenue-producing efforts. In addition, the change in emphasis from DWM’s current business model may cause DWM’s current customers to find alternate sources of nautical apparel and accessories and adversely affect the long term value of the Dickie Walker brand as it is no longer actively promoted in the marketplace, further reducing the likelihood of a successful sale or license being obtained by the combined group. It is not expected that the combined group will fund the operations of DWM’s current business with revenues generated by IEH’s business or from proceeds, if any, raised to fund IEH’s business. If the combined group is not successful in selling and/or licensing the Dickie Walker^™ brand within one year from the closing of the acquisition of IEH, the new management team expects to terminate DWM’s current business completely.

Some of DWM’s and IEH’s officers and directors have conflicts of interest that may influence them to support or approve the transaction.

Certain officers and directors of DWM and IEH will participate in arrangements that provide them with interests in the transaction that are different from those of other stockholders of DWM and securityholders of IEH, including extended liability insurance coverage, indemnification arrangements and employment or consulting arrangements with the combined group post-transaction. These interests, among others, may influence the officers and directors of DWM and IEH to support or approve the transaction. For a more detailed discussion see the section entitled “Interests of Directors, Officers and Affiliates” on page 65.

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The transaction will not be completed if DWM fails to obtain the approval of its stockholders of the issuance of shares of DWM common stock in connection with the transaction and the resulting change of control of DWM, the amendment of DWM’s Certificate of Incorporation to effect the proposed 1 for 5 reverse stock split, and the amendment of DWM’s Certificate of Incorporation to increase the number of authorized shares of DWM common stock.

It is a condition to closing the transaction that DWM shall have obtained the approval of DWM’s stockholders regarding the issuance of shares of DWM common stock in connection with the transaction and the resulting change-of-control of DWM, the amendment of DWM’s Certificate of Incorporation to effect the proposed 1 for 5 reverse stock split of DWM’s common stock and the amendment of DWM’s Certificate of Incorporation to increase the number of authorized shares of DWM common stock. If stockholders holding a majority of DWM’s outstanding shares of common stock do not approve one or more of these proposals, then the offer cannot be made pursuant to the acquisition agreement and the transaction will fail.

The directors of DWM have entered into Parent Support Agreements with IEH, agreeing to vote the DWM shares of common stock they hold in favor of the approval of the issuance of common stock in connection with the transaction and the resulting change of control of DWM, the approval of the reverse stock split and the approval of the increase in the authorized number of shares of DWM common stock. As of December 31, 2004, these DWM directors beneficially owned approximately 38% of the outstanding shares of DWM common stock. However, even in aggregate, this is not a majority or control stockholder position and thus other DWM stockholders will need to approve of these key proposals to effectuate and close the transaction.

DWM will not be able to effect the compulsory acquisition of all the remaining IEH shares under English law if DWM does not receive acceptances of at least 90% in nominal value of the IEH shares to which the offer relates. Thus, DWM still needs to receive acceptances from 34,578,944 outstanding IEH shares to ensure IEH will become a wholly-owned subsidiary of DWM. See the section entitled “Compulsory Acquisition” on page 217 for additional information.

In addition, the effectiveness of the reverse stock split and the increase in the authorized number of shares of DWM common stock are not contingent upon approval of the issuance of shares and change of control pursuant to the offer. Thus, these proposals, if approved by DWM stockholders, will take effect and impact current DWM stockholders, even if the transaction fails.

Upon the receipt of DWM shares in the offer, IEH’s securityholders will become stockholders in a Delaware corporation, which will change certain rights and privileges that they hold as securityholders of an English company.

DWM is governed by the laws of the U.S., the State of Delaware (including the Delaware General Corporation Law, the DGCL) and by its certificate of incorporation and by-laws. The DGCL extends to stockholders certain rights and privileges that may not exist under English law and, conversely, does not extend certain rights and privileges that IEH securityholders may have as a member of a company governed by English law. The directors of a Delaware corporation may elect to adopt certain provisions that have the effect of discouraging a third party from acquiring control of DWM. Such provisions could limit the price that some investors might be willing to pay in the future for shares of DWM post-transaction. These Delaware provisions may also have the effect of discouraging or preventing certain types of transactions involving an actual or a threatened change in control of DWM, including unsolicited takeover attempts, even though such a transaction may offer DWM stockholders the opportunity to sell their DWM shares at a price above the prevailing market price. Some of the rights of IEH shares may not survive the completion of the transaction and will not be replicated in the rights of DWM common stock. For a detailed discussion of the rights of DWM stockholders versus the rights of holders of IEH share capital, see the section entitled “Comparison of Rights of Holders of DWM Common Stock and IEH Shares” on page 113.

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DWM and IEH will incur substantial costs whether or not the transaction is completed.

DWM and IEH will incur substantial costs related to the transaction whether or not the transaction is completed. These costs include fees for financial advisors, attorneys and accountants, filing fees and financial printing costs.

DWM currently expects to incur approximately $200,000 in costs prior to closing, and IEH currently expects to incur approximately $1.7 million in costs, plus at least $500,000 contingent on the closing of the transaction, not including a success fee payable to Cappello Capital Corp., to be paid in equity-linked securities valued at approximately $4.7 million. Neither DWM nor IEH would be required to pay a termination fee if either company were to terminate the acquisition agreement prior to completion of the transaction, although the parties may only terminate the agreement pursuant to the limited circumstances.

In addition, the combined group may incur costs, which are not reasonably estimable, in the quarter in which the transaction is completed or following quarters, to reflect costs associated with integrating the two companies, including the relocation of IEH’s headquarters to California. There is no assurance that the combined group will not incur additional material charges in subsequent quarters to reflect additional costs associated with the transaction. If the benefits of the transaction do not exceed the costs of integrating the businesses of DWM and IEH, the combined group’s financial results may be adversely affected.

The completion of the transaction may be delayed due to inconsistencies in U.S. and U.K. law governing the transaction.

DWM and IEH intend to close this transaction no later than September 30, 2005. However, this projected timing is dependent on DWM making a firm announcement of and posting its firm offer to IEH securityholders currently with or just subsequent to the effective date of this registration statement. At the effective date DWM intends to distribute this proxy statement/prospectus to its stockholders, to be followed by a special meeting at which the proposals described throughout this document will be voted upon. To comply with U.K. law regarding conditions allowed on a firm offer, DWM may delay making its announcement or posting its offer to IEH securityholders until after the DWM stockholders vote. Thus, the closing of this transaction may not occur by September 30, 2005, and as a result of this delay DWM and IEH may incur additional costs, be unable to obtain additional funding or complete other pending transactions, if any, and/or be unable to retain certain key personnel.

If the transaction is not closed within the period contemplated, DWM and/or IEH may require additional financing prior to the completion of the transaction.

If the transaction does not close in the period contemplated by the parties, DWM and/or IEH may require additional financing in order to fund operations until the transaction is completed. There is no guarantee that sufficient additional financing will be available from either existing IEH, DWM or new investors. Obtaining sufficient additional financing may require further stock issuances which may have a dilutive effect on both DWM stockholders and IEH securityholders.

DWM has conceded to the Nasdaq that the transaction constitutes a “reverse merger,” and that the combined group will need to satisfy the initial listing requirements for DWM common stock on the Nasdaq SmallCap Market; if the outstanding shares of DWM common stock are de-listed from trading on the Nasdaq SmallCap Market prior to the completion of the transaction, the liquidity and price of its common stock may be adversely affected and/or the transaction may fail to close.

DWM common stock is quoted on the Nasdaq SmallCap Market under the symbol “DWMA”. In order for DWM common stock to continue to be quoted on the Nasdaq SmallCap Market following the transaction, DWM must satisfy certain listing standards established by Nasdaq. Among other things, if the closing bid price of

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currently outstanding DWM common stock does not maintain a level of $1.00 per share, Nasdaq may delist DWM common stock from trading on the Nasdaq SmallCap Market. In addition, as a result of the change in control of DWM in connection with the transaction, the Nasdaq staff may view the transaction as constituting a “reverse merger” under the Nasdaq Marketplace Rule 4330(f).

On February 16, 2005, DWM received a notification from the Nasdaq staff stating that as of December 31, 2004, DWM was not in compliance with Nasdaq Marketplace Rule 4310(c)(2)(B), which requires a company to have a minimum of $2,500,000 in stockholders’ equity or $35,000,000 in market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. As a result, the Nasdaq staff is reviewing DWM’s eligibility for continued listing on the Nasdaq SmallCap market.

At the request of the Nasdaq staff, on March 3, 2005, DWM provided Nasdaq with a plan to achieve and sustain compliance with the Nasdaq listing requirements, which primarily relies upon the consummation of the acquisition of IEH. DWM supplemented that submission on March 23, 2005. In its original submission, DWM conceded that the proposed acquisition would constitute a “reverse merger” as that term is contemplated under Nasdaq Marketplace Rule 4330(f), and that, as a result, the post-merger combined group will be required to demonstrate compliance with the requirements for initial listing on the Nasdaq SmallCap Market including maintaining a closing bid price of at least $4.00 per share. The plan submitted by DWM indicated the company’s expectation that the post-merger combined group will satisfy all requirements for initial listing following the completion of the proposed 1 for 5 reverse stock split, and requested additional time to demonstrate compliance with the listing requirement.

In the event the Nasdaq staff determines not to grant DWM’s requested extension of time to demonstrate compliance, it will provide DWM with a delisting notice. DWM will be afforded the opportunity to appeal such a Staff Determination to a Nasdaq Listing Qualifications Panel. Under Nasdaq Marketplace Rules, the filing of the appeal shall stay the delisting until the Panel issues its written determination. DWM intends to request an appeal in the event of a Nasdaq Staff Determination to delist.

DWM is required to file an application for initial listing on the Nasdaq SmallCap Market in connection with the proposed acquisition. If the application is not approved, or if DWM’s common stock is delisted prior to the consummation of the acquisition, the transaction could fail. Additionally, the post-merger combined group could be subject to delisting if it does not satisfy the requirements for initial listing immediately up consummation of the transaction.

If DWM common stock is delisted from the Nasdaq SmallCap Market, it would likely trade on the over-the-counter bulletin board, commonly referred to as the OTCBB. This is generally considered to be a less efficient market and would seriously impair the liquidity of DWM common stock and limit DWM’s potential to raise future capital through the sale of DWM common stock, which could materially harm the growth of the combined group’s business.

The parties have not sought any IRS ruling regarding the tax consequences of the transaction on the companies themselves and/or any participating IEH securityholders or the taxation consequences of the proposed reverse stock split on DWM stockholders, if such consequences are significantly different than those anticipated by the parties and described herein, IEH and DWM may be subject to expensive shareholder litigation, which could negatively impact the financial condition of the combined group.

This registration statement contains a discussion of certain material U.S. federal income tax consequences to an IEH shareholder, optionholder and/or warrantholder of the exchange of IEH shares for shares of DWM common stock, IEH options or warrants for shares of DWM common stock, or IEH options or warrants for DWM options or warrants in the contemplated transaction, as well as a discussion of certain material U.S. federal income tax consequences to DWM stockholders related to the proposed 1 for 5 reverse stock split. This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, or the “Code”,

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treasury regulations promulgated under the Code, Internal Revenue Service (“IRS”) rulings and pronouncements, and judicial decisions now in effect, all of which are subject to change at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively. In addition, this discussion does not consider the effects of any applicable foreign, state, local or other tax laws, or estate or gift tax considerations, or the alternative minimum tax.

Neither DWM nor IEH has sought and nor will either party seek any rulings from the IRS or opinions from counsel with respect to the U.S. federal income tax consequences discussed herein. The provided discussion does not in any way bind the IRS or the courts or in any way constitute an assurance that the presentation of U.S. federal income tax consequences will be accepted by the IRS or the courts. The provided discussion of tax consequences is not tax advice, and it is clearly stated that each U.S. holder and non-U.S. holder of DWM and IEH securities should consult his, her or its own tax advisor as to particular tax consequences to it of such events, including the applicability of any state, local or foreign tax laws and any proposed changes in applicable law.

As discussed, the parties intend that the proposed transaction, including the reverse stock split and the exchange of DWM securities for IEH securities, be tax-free to the parties’ securityholders and tax-free to the entities themselves. However, should the tax consequences resulting from the reverse stock split and the exchange offer be different than as discussed herein, the combined group may face claims from individuals in connection with any unanticipated tax burden related to the transaction, which will result in increased legal costs to the combined group and negatively impact the combined group’s ability to reach profitability.

DWM and IEH may not realize the benefits they expect from the transaction.

DWM and IEH have entered into the acquisition agreement with the expectation that the transaction will result in substantial benefits such as certain and swift access to the U.S. capital markets in support of IEH’s fuel cell technologies business and a preservation of value through the continuation of the DWM entity. The combination of DWM and IEH will be complex, time consuming and expensive, and will likely disrupt DWM’s and IEH’s businesses. The combined group will need to overcome significant challenges in order to realize any benefits from the transaction. These challenges include the timely, efficient and successful execution of a number of post-transaction events, including the winding down of DWM’s current business operations and the transition of IEH’s headquarters to California.

DWM and IEH may not succeed in addressing these risks and challenges, or any other problems encountered in connection with the transaction, which could have a material adverse effect on the combined group after the transaction and, as a result, on the market price of DWM common stock.

Charges to earnings resulting from the application of the purchase method of accounting may adversely affect the market value of DWM common stock following the transaction.

In accordance with the U.S. GAAP, the combined group will account for the transaction using the purchase method of accounting. Also, under the U.S. GAAP, IEH will be considered the acquiror for the purposes of purchase accounting. The total purchase price will be allocated among DWM’s net tangible assets and identifiable intangible assets based on their fair values as of the date of completion of the transaction, and any remaining purchase price over those cumulative fair values will be recorded as goodwill. The combined group could also incur additional amortization expense over the estimated useful lives of certain of the intangible assets acquired in connection with the transaction, if DWM has recognizable intangible assets at the time of closing. In addition, to the extent the value of goodwill or intangible assets with indefinite lives becomes impaired, the combined group may be required to incur material charges relating to the impairment of those assets.

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The combined group will need to raise additional funds, which may not be available on favorable terms, if at all.

The combined group will need to raise additional capital through public or private equity or debt financings in order to satisfy its projected capital needs, which are estimated to be up to approximately $15 million over the next year. The amount of additional capital the combined group would need to raise would depend on many factors, including:

The combined group cannot be certain that in the future additional sources of liquidity will be available when needed and that its actual cash requirements will not be greater than anticipated. If the combined group requires additional capital at a time when investment in technology companies or in the marketplace in general is limited due to the then prevailing market or other conditions, it may not be able to raise such funds at the time that it desires or any time thereafter. If the combined group is unable to obtain this financing on terms favorable to the combined group, it may be unable to execute its long-term business plan and may be required to cease or reduce further development or commercialization of IEH’s fuel cell technologies, to sell some or all of its technology or assets or to merge with another entity.

In the event that the combined group raises additional capital through issuance of equity securities, or securities exercisable for or convertible into an equity stock in the combined group, or strategic alliance with third parties, its stockholders could experience substantial additional dilution or the combined group may have to relinquish certain technology or product rights.

If the combined group raises additional capital by issuing equity securities or convertible debt securities, its existing stockholders may incur substantial dilution and any shares so issued will likely have rights, preferences and privileges superior to the rights, preferences and privileges of its outstanding common stock. If the combined group raises additional funds through collaboration, licensing or other arrangements with third parties, it may be required to relinquish rights or grant licenses on unfavorable terms to certain of its technologies or products that it would otherwise seek to develop or commercialize on its own. These actions, while necessary for the continuance of operations during a time of cash constraints and a shortage of working capital, could make it difficult or impossible to implement the combined group’s long-term business plans or could materially adversely affect its business, financial condition and results of operations.

Future acquisitions may disrupt the combined group’s business, distract the group’s management and reduce the percentage ownership of its stockholders.

As part of its business strategy, the combined group plans to continue to engage in acquisitions that it believes will provide complementary technologies, products, channels, expertise and/or other valuable assets. However, the combined group may not be able to easily identify suitable acquisition candidates, and may need to rely on the services of financial advisors in identifying such candidates, possibly at substantial cost. If and when the combined group does identify a suitable candidate, it may not be able to acquire the complementary business on commercially acceptable terms or at all. If the combined group is able to complete such an acquisition, it may not be able to successfully integrate the acquired business into its existing business in a timely and non-disruptive manner. Such integration may require the devotion of a significant amount of time and management and financial resources. Even with this investment of management and financial resources, an acquisition may not produce the

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desired revenues, earnings or business synergies. In addition, the consideration required to complete such strategic acquisitions may reduce the percentage ownership of the combined group’s current stockholders. If the combined group fails to integrate the acquired business effectively or if key employees of the acquired business depart, the anticipated benefits of the acquisition could be jeopardized. The time, capital and management and other resources spent on an acquisition that fails to meet the combined group’s expectations could materially and adversely affect its business and financial condition. In addition, from an accounting perspective, acquisitions can involve non-recurring charges and amortization of significant amounts of intangible assets that could adversely affect the results of operations for the combined group.

Risks Relating to DWM’s Business

If the transaction does not close, DWM will require additional capital, the availability of which is uncertain.

In anticipation of closing the transaction with IEH, DWM has shifted its focus away from growing the DWM business. DWM has suspended its efforts to build its direct sales business, reduced staff and halted sales, marketing and product development efforts, and has stopped accepting new accounts. Additionally, DWM has incurred significant costs, and DWM management has had to divide its time between managing the business and this transaction. If the transaction does not close, it is likely that DWM will be delisted from Nasdaq and DWM will have to raise additional capital, which may not be readily available in the amount or on terms that will enable DWM to successfully resume the execution of its business plan. If adequate funds are not available, or not available on acceptable terms, there is a strong likelihood that DWM will have to go out of business and possibly file for bankruptcy.

DWM has had limited operations and a history of losses that make its future operating results difficult to predict and may adversely affect the perceived value of the business, including its assets, upon a sale or liquidation.

DWM began in October 2000, and still faces risks and uncertainties of other early-stage companies, and will continue to face such risks and uncertainties if it proceeds as an independent business. DWM has accumulated losses from operations since its inception and anticipates incurring additional losses from operations in the near future. DWM’s limited operating history and history of losses make future operating results difficult to predict, and DWM’s auditors have expressed substantial doubt as to DWM’s ability to continue as a going concern. In addition, the Dickie Walker^TM brand has had only limited market exposure. This history of losses, inconsistent historical operating results and limited brand exposure may make it difficult for third parties to confidently value the Dickie Walker^™ brand and its associated assets and liabilities, which may depress any offer price for the purchase of the brand and its net assets and/or decrease the number of potentially interested purchasers for the brand and its net assets, regardless of whether the proposed transaction closes.

Competition in the nautical apparel and accessories market is intense and if DWM fails to compete effectively during the course of the transaction, its retailers and end customers may turn to other suppliers and brands, reducing the value of the Dickie Walker brand.

The apparel and accessories industries are highly competitive. Many of DWM’s competitors have far greater financial and other resources than DWM, and have established reputations. There can be no assurance that DWM apparel, gifts and decorative items will successfully compete with those of its competitors. Competitive factors in DWM’s business include quality, marketing strategy, price, design, and customer service. During the course of the proposed transaction with IEH, DWM’s management will be devoting substantial time to the transaction, and will be scaling back its business operations in anticipation of its successful completion. During this period, the Dickie Walker brand’s profile may suffer, and if the transaction does not close, DWM’s ability to leverage the brand for sufficient future revenues to remain an independent going concern may be irreparably harmed.

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A downturn in economic conditions could adversely affect DWM sales and the value of the DWM business because its products are purchased using discretionary income.

The apparel industry historically has been subject to substantial cyclical variations, especially in the specialty apparel and accessory market in which DWM operates. Specialty apparel and accessory manufacturers rely on the expenditure of discretionary income for sales of their products. Accordingly, any downturn, whether real or perceived, in the general economy or uncertainties regarding future economic prospects that affect consumer-spending habits could decrease DWM sales. During the past several years, various retailers, including DWM, have experienced financial difficulties. Financial problems experienced by DWM’s retailers could have a direct and adverse impact on sales of DWM products. A downturn in economic conditions and the resulting financial pressure on the apparel industry may also reduce the number of potential purchasers for the Dickie Walker brand.

Changes in import restrictions may restrict DWM’s ability to import certain products and devalue the DWM business.

DWM’s import of nautical apparel and accessories are subject to constraints imposed by bilateral textile agreements between the United States and some of the countries in which it sources products, such as Thailand and China. These agreements impose quotas on the amount and type of goods that can be imported into the United States from these countries. These agreements also allow the United States to impose import limitations on categories of merchandise that are not currently subject to specified limits. If the current limits change or the government imposes new restrictions, DWM’s business and its potential to generate future revenues may be adversely affected, reducing its value and the number of potential purchasers of the Dickie Walker^™ brand and its associated assets and liabilities, as well as reducing its likelihood of becoming profitable if the transaction were not to close.

DWM’s success as an independent business, should the IEH transaction fail to close, will depend upon its ability to design nautical apparel and accessories to match customer preferences, and unanticipated shifts in consumer preferences could result in lower than anticipated sales or loss of customers.

DWM’s success as an independent business, should the IEH transaction fail to close, is dependent upon DWM’s ability to correctly anticipate fashion trends within its industry and to design apparel that appeals to consumers’ preferences in a timely manner. DWM depends upon its designers and others to develop designs and marketing strategies that distinguish its products favorably from the apparel and boating accessories of competitors. While DWM believes that its designers and marketing strategy should be successful, DWM cannot provide any assurances that it would generate sufficient sales to ever make it profitable. If DWM misjudges the market for its products or is unsuccessful in responding to changes in fashion trends or market demand, DWM could experience excess inventories and higher markdowns and inventory reserves, resulting in lower or negative gross margins. Conversely, if DWM has insufficient inventory, it may miss market opportunities. Any of these events could result in lower than anticipated revenues and a loss of customers.

Risks Relating to IEH’s Business

IEH has only been in business for a short time and the basis for evaluating its performance is limited.

IEH’s fuel cell technologies business was launched in 2001, has incurred losses since its inception and anticipates continued losses for at least the next two years, regardless of the completion of the transaction. Despite having assembled experienced management and scientific teams, there is no assurance that IEH or the subsequent combined group will be successful in achieving a sustainable transition to large scale commercial revenues.

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IEH has a history of net losses, expects to continue to incur future net losses and may not achieve or maintain profitability.

IEH has incurred net losses each year since its inception in 2001, with an accumulated deficit of approximately $42.1 million as of December 31, 2004. IEH’s net losses for the years ended September 30, 2003 and September 30, 2004 were approximately $10.7 million and $19.1 million, respectively. IEH’s net loss attributable to ordinary securityholders for the three months ended December 31, 2004 was approximately $0.23 per share.

IEH anticipates continued losses for at least the next two years as it proceeds with the development and commercialization of its fuel cell technologies. The presence and size of these potential net losses will depend, in part, on the rate of growth, if any, in revenues and on the level of expenses. IEH’s research and development expenditures and general and administrative costs have exceeded revenues to date, and are likely to increase in the future. IEH does not intend to invest any assets or energy in maintaining the DWM brand after the closing of the transaction. Thus, if it is unable to find a buyer for the Dickie Walker^™ brand and its associated assets and liabilities during the term of the consulting agreement with Gerald Montiel, current Chief Executive Officer of DWM, the combined group will likely write down any DWM-related assets remaining, which could adversely affect the combined group’s financial condition. The combined group will need to generate significant revenues to achieve profitability, and even if it is successful and achieves profitability, there is no assurance it will be able to sustain profitability.

IEH’s business plan and financial model may not proceed as planned and it may require further future funding, the availability of which is uncertain.

The future liquidity and capital requirements of IEH are difficult to predict because they depend on numerous factors, including the success of its involvement in regional consortia, the development of competing technologies and other market developments, as well as IEH’s ability to secure sufficient revenues from its four-phase partnering business model. IEH’s current financial projections and models may not come true. As a result, IEH and the combined group may not be able to generate sufficient cash from its operations and, more particularly from its partners and prospective partners, to meet additional working capital requirements, support additional research and development and capital expenditure or take advantage of acquisition opportunities, resulting in a need to raise additional financing in the near future. IEH’s ability to obtain additional financing will be subject to a number of factors, including market conditions, its operating performance and investor sentiments, and the progress of the proposed transaction with DWM. If IEH is not be able to raise additional funds when needed, its ability to operate and grow its new energy business could be impeded.

IEH is continuing to pursue financing and strategic acquisition opportunities during the period in which the proposed transaction is pending, which may result in the issuance of additional IEH shares having a dilutive effect on current IEH securityholders and upon the interests of DWM’s stockholders if the transaction closes.

IEH is actively pursuing additional financing and strategic acquisitions to continue the growth and development of its fuel cell technologies business while the proposed transaction with DWM is pending. To enable IEH to capitalize on such financing or acquisition opportunities, the acquisition agreement specifically allows IEH to issue debt or equity securities in connection with a financing transaction, execute any letter of intent, term sheet or agreement for the acquisition of the assets or equity of any business enterprise, execute or amend any employment or consulting agreements for the recruitment or retention of employees and consultants, and create a new stock option plan for its employees, all without the consent of DWM. If IEH engages in such activities, the position of both its current securityholders, and the position of DWM’s stockholders if the transaction closes, will be diluted.

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IEH faces strong competition from both traditional and new energy companies and may not be able to compete successfully in the global energy markets.

IEH is currently targeting markets in Europe, Asia, the Americas and Africa and, as a result, faces worldwide competition from other companies developing new energy solutions and traditional energy providers, such as utility companies.

There are a number of current competitors in the “new energy” market, including the market for fuel cell and other alternative energy technologies, with whom IEH may not be able to compete successfully, based on available resources, key customer relationships or a variety of other factors. In addition, the new energy market as a whole is rapidly developing and IEH anticipates that even more competitors will enter the market if adoption of such technologies and systems increases. If such competitors establish more prominent market positions than the combined group, it may be unable to increase sales and market share.

Utility companies could also place barriers on entry into local marketplaces where customers depend on traditional grid supplied energy. Utility companies often charge fees to industrial companies for disconnecting from the grid, for using less electricity or for having the capacity to use power from the grid for back-up purposes, and may charge similar fees to residential customers in the future. The imposition of such fees could increase the cost to grid-connected customers of using alternative energy technologies and could make IEH’s products less desirable for certain commercial uses, thereby harming IEH’s potential revenue and profitability.

Technological changes in the energy industry could render IEH’s technology obsolete.

Many of the companies in the energy industry, including some of IEH’s current business partners with separate business units involved in fuel cell technology, have substantially greater capital resources, research and development staff, facilities and experience than IEH. Such entities have developed, may be developing or could in the future develop additional products which are competitive with IEH’s business.

There can be no assurance that IEH’s competitors will not succeed in developing or marketing technologies that are more effective or less expensive than those developed or marketed by IEH or that would render its technology or business model obsolete or non-competitive. Earlier entrants in the market often obtain and maintain significant market share relative to later entrants. IEH may need to invest significant financial resources in research and development to keep pace with technological advances in the energy industry and to effectively compete in the future. If other companies establish a demand for their technologies prior to or in excess of the market created by IEH for its technologies, these competitive technologies could shape the development of a market “standard,” potentially rendering IEH’s technologies obsolete and preventing IEH from obtaining or maintaining profitability.

A viable market for fuel cell technology-based products may never develop or may take longer to develop than IEH anticipates.

There is always a degree of uncertainty that surrounds the wide-scale introduction of new technologies and there is no certainty that a mass commercial market for IEH’s technologies will develop. There is no assurance that the markets IEH anticipates will develop in size, geographic scope, or eventual profitability.

IEH’s new energy technologies target emerging energy markets, and IEH does not know the extent to which targeted partners and other customers will want to purchase its services. If a viable market fails to develop or develops more slowly than anticipated, the combined group may be unable to recover the losses it will have incurred to develop its products and may be unable to achieve profitability.

The development of a viable market for fuel cell technologies may be impacted by many factors which are out of the control of IEH, including:

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IEH may not be able to maintain existing or future partnerships through the latter phases of its commercialization business model, potentially requiring sustained or increased marketing and business development expenses in order to maintain current revenue levels and adversely affecting IEH’s profitability.

IEH’s future revenue streams and long term sustainability are dependent on its ability to deliver bilateral partnerships to the stages of licensing and royalty payments. IEH’s existing relationships with original equipment manufacturers (OEMs) are currently only in phases one and two of its four phase business model. IEH has no proven experience of such partnerships progressing to phases three and four, which IEH expects to be higher revenue producing stages. Partners may decide not to proceed to commercialization of products at phases three and four for their own reasons unconnected with IEH, its business model or its technologies, even if IEH’s technologies are proven to be appropriate for such products. If IEH is unable to maintain a substantial number of its OEM partnerships through the latter phases of its business model, it will need to expend more resources to obtain additional partnerships in the initial stages of its business model, in order to reach and maintain expected revenue levels and maintain the potential for scientific and fiscal growth associated with moving through the commercialization states with an OEM partner. However, if partnerships do move to phase four, it is likely that partners will require IEH to commit to exclusivity arrangements, limiting its ability to pursue or continue relationships with other partners in regards to the type of product developed and/or the geographic territory being served, which also may strain IEH’s business mode, and its resulting revenues.

IEH’s business depends to a certain extent on government contracts, subsidies, policies and economic incentives, over which IEH has no control, the loss of which could significantly adversely affect IEH’s business model, and its resulting revenues.

The growth of some of IEH’s target energy markets may depend in part on multinational policies and regulations and also on the availability and size of government subsidies and economic incentives. Government agencies may not continue their commitment to those programs under which IEH currently holds government-related contracts. Moreover, IEH may not be able to compete successfully to obtain or maintain funding through these or other programs. A reduction or discontinuance of these programs, subsidies or economic incentives or other changes in IEH’s participation in these programs would increase its research and development expenses, which could impair its ability to develop its technologies further and call into question the long-term sustainability of IEH’s current business model. Even if IEH’s business model remains viable, IEH cannot make any assurances that it could find alternate contracts, subsidies or incentives to enable it to maintain its revenues or technological progress.

IEH’s business depends to a certain extent on international partnerships and operations, subject to disruption by changes in multinational policies and international conflicts, which in turn could adversely affect its business model, operations and revenues with little notice or ability to avoid such disruptions or changes.

IEH currently operates on multiple continents and is working with partners worldwide and IEH intends to continue to operate on a global basis, which requires significant management attention and financial resources. IEH’s international operations are subject to a number of risks, including fluctuations in the currency exchange

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rates, export license requirements, tariffs, exchange controls, taxes and other trade barriers; difficulties in protecting intellectual property; compliance with existing and future foreign government regulations and technical standards; difficulties in collecting international accounts receivable; compliance with applicable export controls; and political and economic instability. The realization of any of these risks could significantly impact IEH’s ability to generate revenues and achieve profitability. In addition, a number of IEH’s key markets have yet to be fully explored and there is no certainty that IEH’s business model will work successfully in these markets.

IEH’s current regional consortia and its current and future OEM partners may not be able to deliver volume, or deliver it fast enough, which will adversely affect the volume/cost relationship of IEH’s technologies.

IEH’s regional consortia have not yet been fully implemented and its partnerships with OEMs are at a relatively early stage. As it proceeds with the commercialization process, IEH may experience difficulties with access to resources and will be subject to the decisions of partners and regulatory and governmental authorities. Commercialization of fuel cell and related technologies across a wide array of product opportunities depends on driving down development and production costs. Volume is key to cost reduction and although IEH is also pursuing various other cost reduction strategies, which focus on materials, component fabrication, production techniques, management systems, fit-for-purpose design and is stimulating initial market demand through adopting a loss leader pricing strategy, these may not be successful.

IEH’s initial fuel cell systems currently cost, at low volume, significantly more than many traditional energy technologies. If IEH is unable to develop fuel cell technologies that are comparable to competing energy alternatives in terms of price, reliability and longevity, consumers will be unlikely to purchase IEH’s services. IEH cannot guarantee that it will be able to lower these costs to a long-term competitive level or where the end products developed with its partners and through the regional consortia will not suffer from a reduction in performance, reliability and longevity.

IEH may not have the capability to effect multiple programs with multiple partners and to deliver on multiple contracts in multiple markets at the same time.

Even with significant resource input from its partners, IEH faces substantial challenges in pursuing its business model that requires concurrent delivery on multiple programs with multiple partners spread across the globe. Although IEH believes it staffs its current programs adequately and will continue to adjust its employee pool to address any increased staffing demands as the current partnerships progress and new partnerships commence, the IEH business model is complex, will require diligent monitoring and coordination and may not be able to react to such demands.

IEH is highly dependent on intellectual property and proprietary technologies and may not be able to adequately protect these interests globally.

IEH’s success has depended and will continue to depend significantly on its ability to maintain and uphold the proprietary position of its products and its technologies. There is no assurance that third parties’ rights, including third party patents, will not have an adverse effect on IEH’s ability to pursue some or all aspects of its business; that third parties will not independently develop similar or competing technologies; that IEH’s patent applications (and any subsequent or resulting granted patents) will not be challenged by third parties, either successfully or otherwise; that where IEH’s reliance is on confidential and/or proprietary know-how, others will not gain access to it even though the combined group only discloses such confidential and/or proprietary know-how under a written obligation of confidence contained in a non-disclosure agreement; that any currently pending or future patent applications will be issued; or that competitors will not develop similar products which are not within the scope of IEH’s patents (if and when they proceed to grant) or, where patents have been issued to IEH, that others will not be able to design around such patents to create a competing technology or product.

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In the past, IEH has sought legal advice in relation to possible infringement of third party owned patents, which identified a small number of patents that may impact on the ability of IEH to fully develop or use its technologies as described in two of its patent applications. If any of the identified third parties believed IEH to be infringing on their patents, IEH could be subject to costly litigation and/or be barred from using its conflicting technologies, which could impact its current and future contracts and revenue production.

IEH depends on third parties for the supply of key components for its products, and may not be able to obtain alternate sources for such key components in a timely manner, if at all, in the event of any disruption of its current supplier relationships.

Although a number of the components IEH requires for its products can be sourced from a number of third party suppliers, some of the key components for IEH’s fuel cell technology products rely on the continuity of existing supply agreements with specific suppliers and there is no certainty, in the event that one of these agreements were to terminate for any reason, that the combined group would easily be able to source such key components elsewhere. If an alternate source for a key component could not be found in a timely manner, or at all, IEH would likely have significant difficulties maintaining its phase three and phase four operations under its business model, and would face disruptions in all stages of its operations.

IEH may be exposed to product liability or other commercial litigation in the future, which could result in damage to the company’s reputation, significant increased expense and could cause DWM’s stock price to fall.

IEH’s business exposes it to an inherent risk of potential product liability claims related to the design, manufacture and marketing of IEH’s alternative energy products, as well as risks of commercial contract and other business litigation claims associated with the complex partnerships, consortia and other operating arrangements within which IEH operates. A malfunction or the inadequate design of a product developed by IEH could result in contractual, tort or warranty claims. Any liability for environmental harm or for damages resulting from technical faults or failures could be substantial and could materially adversely affect IEH’s business and results of operations. In addition, a well-publicized actual or perceived problem involving any form of new energy technology could adversely affect the market’s perception of IEH’s services and end-products. Any of these events may materially adversely affect IEH’s financial condition and results of operations.

IEH depends on certain key personnel, the loss of whom could disrupt IEH’s current partnerships and its ability to attract new partners, as well as its ability to fulfill its business goals.

The success of IEH and its business strategy are dependent to a large extent on its ability to attract and retain key management, commercial and technical personnel. In addition, as IEH commercializes and expands its partner relationships, IEH will need to recruit additional management personnel and support staff. The loss of the services of one or more members of its current management group or key technical and commercial personnel or the inability to recruit additional personnel as needed may have an adverse effect on IEH. Currently, IEH relies heavily on its Chief Executive Officer and Director, Dr. Harry Bradbury, its Chief Operating Officer and Director, Gary Rolfes, its Chief Financial Officer and Director, Rakesh Varma, and the key scientific teams that joined IEH from Advanced Power Systems, Element One Enterprises and MESOFuel.

If IEH is unable to attract, retain and motivate key personnel or hire qualified personnel, or such personnel do not work well together, IEH’s growth prospects and profitability will be harmed.

IEH’s performance and success is largely dependent on the talents and efforts of highly skilled individuals. IEH has recently recruited many of its executive officers and other key management talent, some of which have limited or no experience in the energy industry. For example, IEH recently hired Rakesh Varma, IEH’s Chief Financial Officer, and Gary Rolfes, IEH’s Chief Operating Officer, in February and March 2005, respectively. Because key members of IEH’s executive management have only worked together as a team for a limited time,

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there are inherent risks in the management of the company with respect to decision-making, business direction, product development and strategic relationships. Such risks may also be heightened by the split in management’s geographic locations between Los Angeles, California and London, England, and cultural differences in management styles. In the event that the members of IEH’s executive management team are unable to work well together or agree on certain operating principles, business direction or business transactions or are unable to provide cohesive leadership, IEH’s business could be harmed and one or more of those individuals may discontinue their service to IEH, forcing IEH to find a suitable replacement. The loss of any of our management or key personnel could seriously harm IEH’s business.

As IEH becomes a more mature company, IEH may find its recruiting efforts more challenging. Competition in the energy industry for qualified personnel is intense, and IEH is aware that its competitors may directly target its employees. The majority of IEH employees have non-competition agreements and it is IEH’s policy to include such language in all of its employment agreements. However, these agreements are of limited enforceability in California where certain IEH employees are located. The incentives to attract, retain and motivate employees provided by IEH options grants or by future arrangements, such as cash bonuses, may not be as effective as they have been in the past. If IEH is not successful in attracting necessary personnel or retaining and motivating existing personnel, IEH may be unable to grow effectively.

IEH may not be able to protect its important intellectual property and, as a result, could incur substantial costs bringing claims against others for infringement of its proprietary rights and/or defending claims that its products infringe on the proprietary rights of others. If IEH fails to adequately protect its proprietary technologies, third parties may be able to use such technologies, without providing value to the combined group, which could prevent IEH from successfully competing in the market.

The success of the combined group’s business plan depends in part on IEH’s ability to obtain and maintain patents in the U.S. and abroad, and maintain other adequate protections of the intellectual property related to its technologies and products that may not be covered by patents. The patent positions of technology companies, including IEH, are generally uncertain and involve complex legal and factual questions. The combined group will be able to protect its proprietary rights from unauthorized use by third parties only to the extent that the combined group’s proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the U.S., and many companies have encountered significant problems in protecting and defending their proprietary rights in foreign jurisdictions.

IEH has applied and will continue to apply for patents covering its technologies, processes and products, as and when it deems appropriate. However, third parties may challenge these applications, or these applications may fail to result in issued patents. IEH’s existing patents and any future patents the combined group obtains may not be sufficiently broad to prevent others from practicing its technologies or from developing competing products. Even if all of IEH’s patent applications are issued and the resulting patents are sufficiently broad to protect IEH’s technologies, other parties may still seek to challenge or invalidate them causing the combined group to incur substantial costs in prosecuting or defending patent infringement suits or otherwise protecting its intellectual property rights.

Further, IEH’s competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to IEH’s. If IEH is found to be infringing third-party patents, it could be required to pay substantial royalties and/or damages, and IEH does not know whether it will be able to obtain licenses to use such patents on acceptable terms, if at all. Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of IEH’s products, and could necessitate the expenditure of significant resources to develop or acquire non-infringing intellectual property.

IEH also relies and will continue to rely on trade secret protection for its confidential and proprietary information. However, trade secrets are difficult to protect. IEH protects, and the combined group will attempt to

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protect, its proprietary information and processes, in part, with confidentiality agreements with employees, collaborators and consultants. However, third parties may breach these agreements and IEH may not have adequate remedies for any such breach or its trade secrets may still otherwise become known by competitors. In addition, IEH’s competitors may independently develop substantially equivalent proprietary information.

In addition, IEH does not know whether the U.S. Patent & Trademark Office will grant federal registrations based on any pending or future trademark applications. Even if federal registrations are granted to the combined group, such trademark rights may be challenged. It is also possible that IEH’s competitors or others will adopt similar trademarks, thus impeding IEH’s ability to build brand identity and possibly leading to customer confusion. IEH could incur substantial costs in prosecuting or defending trademark infringement suits.

Asserting, defending and maintaining IEH’s intellectual property rights could be difficult and costly and failure to do so may diminish its ability to compete effectively and may harm its operating results. IEH may need to pursue lawsuits or legal action in the future to enforce its intellectual property rights, to protect its trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. If third parties prepare and file applications for trademarks used or registered by IEH, it may oppose those applications and be required to participate in proceedings to determine priority of rights to the trademark. Similarly, competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights relating to products or technology that block or compete with those of IEH. IEH may have to participate in interference proceedings to determine the priority of invention and the right to a patent for the technology. Litigation and interference proceedings, even if they are successful, are expensive to pursue and time consuming, and could require a substantial amount of the combined group’s financial resources in either case.

IEH’s reliance on government contracts could limit its potential suppliers, and compromise its intellectual property and confidential information negatively, impacting IEH’s results of operations and competitive advantage.

Some of IEH’s technology has been developed under government funding by the United States and by other countries. In some cases, U.S. government agencies can require IEH to obtain components for its products from U.S. sources rather than from foreign countries. IEH’s contracts with government agencies are also subject to the risk of termination at the convenience of the contracting agency, potential disclosure of its confidential information to third parties and the exercise of “march-in” rights by the government, whereby a government agency may continue to use and may license to others any technology developed under government-funded contracts, if the original contractor clearly fails to continue to develop the technology under specific terms of the contract or national security requires such intervention. The implementation of restrictions on IEH’s sourcing of components or the potential exercise of march-in rights could influence IEH to make business decisions that otherwise may not be the most cost-effective or most consistent with the development of its long-term business model, thus impacting IEH’s results of operations and financial condition. In addition, under the Freedom of Information Act, any documents that IEH has submitted to the U.S. government or to a contractor under U.S. government funding are subject to public disclosure that could compromise its intellectual property rights, and reduce its competitive advantage from such rights, unless such documents are exempted as trade secrets or as confidential information and treated accordingly by such U.S. government agencies.

IEH’s business is subject to government regulation which impacts its ability to commercialize its technologies and attract future partners, and may become subject to additional government regulation in the future.

IEH’s business is subject to federal, local, and foreign laws and regulations, including, for example, state and local ordinances relating to building codes, public safety and related matters. If the proposed transaction closes and IEH becomes a U.S. company, it may also be subject to certain laws and regulations governing foreign business practices and the export of certain types of technology, which could limit the markets in which IEH may find partners with whom IEH will be able to fully develop and commercialize its fuel cell technologies.

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Further, as new energy technologies are introduced into the market commercially, governments may impose new regulations. IEH does not know the extent to which any such regulations may impact its ability to develop or market its technologies. Any regulations of new energy technologies, whether at the federal, state, local or foreign level may increase IEH’s costs and the price of its products or further limit the markets in which IEH may locate new partners.

If, after the transaction, IEH fails to develop or maintain an effective system of internal controls over financial reporting, it may not be able to accurately report its financial results or prevent fraud. As a result, stockholders could lose confidence in the combined group’s financial reporting, which would harm the value of DWM common stock.

Effective internal controls over financial reporting will be necessary for the combined group to provide reliable financial reports, attempt to prevent fraud and operate successfully as a public company. If the combined group cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. In the future, the combined group will need to assess its internal controls over financial reporting and take steps to improve such controls as needed.

As a public company, DWM is, and subsequently the combined group will be, subject to the reporting requirements of the Sarbanes-Oxley Act of 2002. Beginning September 30, 2006, the combined group will be required to annually assess and report on its internal controls over financial reporting. If the combined group is unable to adequately establish or improve its internal controls over financial reporting, it may report that its internal controls are ineffective and its external auditors will not be able to issue an unqualified opinion on the effectiveness of its internal controls. Ineffective internal controls over financial reporting could also cause investors to lose confidence in the company’s reported financial information, which would likely have a negative effect on the trading price of DWM securities, could affect the combined group’s ability to access the capital markets and could result in regulatory proceedings against the combined group by, among others, the U.S. Securities Exchange Commission.

Neither DWM nor IEH previously paid cash dividends on their common stock or ordinary shares, respectively, and the combined group does not plan to do so.

Neither DWM nor IEH previously paid any cash dividends and the combined group does not anticipate paying any cash dividends in the foreseeable future. IEH expects that post-closing earnings, if any, will be used for working capital and to finance growth. Because the combined group will not pay dividends on its common stock in the foreseeable future, investors must rely on stock appreciation for any return on their investment in its common stock. Stock appreciation is influenced by many factors, most of which will be beyond the direct control of the combined group and the combined group cannot predict or assure investors as to the rate of its stock appreciation, if any.

Provisions in the combined group’s charter documents and Delaware law may prevent or delay any proposed acquisition of the combined group, which could decrease the value of its securities.

The Certificate of Incorporation and bylaws of DWM, and subsequently of the combined group, and Delaware law contain provisions that could make it harder for a third party to acquire the company without the consent of its board of directors. In addition, in certain circumstances, Delaware law also imposes restrictions on mergers and other business combinations between DWM and any holder of 15% or more of its outstanding common stock.

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus, including in the documents incorporated by reference into this proxy statement/prospectus, that are not purely historical are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements herein include, but are not limited to, statements regarding DWM’s, IEH’s, the combined group’s and the parties’ management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including DWM’s and IEH’s financial condition, results of operations, and the expected impact of the proposed transaction on the parties’ financial performance, individually and as a combined group. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions or the negatives of such terms may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting DWM, IEH and the proposed combined group will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under the heading “Risk Factors,” beginning on page 23 and the following: