Edgar Filing: ABLE ENERGY INC

As filed with the Securities and Exchange Commission on August 15, 2005

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED

ABLE ENERGY, INC.
(Exact name of registrant as specified in its charter)

Delaware 22-3520840
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

198 Green Pond Road
Rockaway, New Jersey 07866
(973) 625-1012
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

CHRISTOHER P. WESTAD
198 Green Pond Road
Rockaway, New Jersey 07866
(973) 625-1012
President and Chief Financial Officer
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

GREGORY D. FROST, ESQ. ADAM D. EILENBERG, ESQ.
Ferber Frost Chan & Essner, LLP Eilenberg & Krause LLP
530 Fifth Avenue 11 East 44th Street, 17th Floor
New York, New York 10036 New York, New York 10017

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of the registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Amount to be Proposed Proposed Maximum Amount of
To be Registered Registered Maximum Aggregate Offering Registration Fee
Offering Price Price
Per Share

Common Stock, par value $.001 per 500,004 (1) $6.50 (2) $3,250,026 $383
share, issuable upon conversion of
principal amount of debentures

Common Stock, par value $.001 per 39,965 (1) $6.50 (3) $259,773 $31
share, issuable upon conversion of
accrued interest on debentures

Common Stock, par value $.001 per 250,001 (1) $7.15 (4) $1,787,507 $211
share, issuable upon exercise of
warrants

TOTAL 789,970 $5,297,306 $625

(1) Calculated based on the requirement set forth in a registration rights
agreement between the Company and certain of the selling security
holders that the Company register 130% of the number of "registrable
securities", including shares issuable upon the conversion of the
debentures (384,618), shares issuable upon the conversion of accrued
interest on such debentures (30,742) and shares issuable upon the
exercise of warrants (192,308).

(2) Calculated based on the current conversion price of the debentures,
although the actual conversion price may be based on the market price of
the Company's common stock preceding each conversion, if the conversion
occurs by means of a redemption by the Company.

(3) Calculated based on the current conversion price for accrued interest on
the debentures, although the actual conversion price may be based on a
trailing historical average of the market price of the Company's common
stock at the time of conversion if such average is lower than the
conversion price.

(4) Calculated based on the current exercise price of the warrants.

The registrant hereby amends the 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.

The information contained in this preliminary prospectus is not complete and may
be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 15, 2005

PROSPECTUS

ABLE ENERGY, INC.

789,970 SHARES OF COMMON STOCK

Certain of our security holders may offer, from time to time, up to
789,970 shares of our common stock that may be acquired by the selling security
holders in the future, including 500,004 shares that may be acquired upon
conversion of convertible debentures, 39,965 shares that may be acquired in lieu
of cash payments of interest on the debentures and 250,001 shares that may be
acquired upon exercise of warrants. Because the terms of the debentures and the
warrants allow for adjustments in the numbers of shares issuable upon their
conversion or exercise, we do not know the actual number of shares that will be
acquired and offered by the selling security holders. The number of shares
covered by this prospectus includes a good faith estimate of the number of
shares that will be acquired by the selling security holders upon the conversion
of the debentures and the exercise of the warrants, and is based on the
requirement set forth in a registration rights agreement between us and the
holders of the debentures and the warrants that we register 130% of the shares
we currently calculate as being issuable upon conversion or exercise. Therefore,
the number of shares covered by this prospectus may differ from the actual
number of shares ultimately acquired and offered by the selling security
holders, in which case we may file an amendment or supplement to this
prospectus.

Able Energy, Inc. itself is not offering any shares.

The selling security holders may, from time to time, sell shares:

o through the NASDAQ SmallCap Market, in the over-the-counter market, in
privately-negotiated transactions or otherwise;

o directly to purchasers or through agents, brokers, dealers or
underwriters; and

o at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, or at negotiated prices.

Our common stock is traded and quoted on the Nasdaq SmallCap Market
under the symbol "ABLE". The closing price of the common stock on the Nasdaq
SmallCap Market on August 12, 2005 was $13.65.

See "Risk Factors" beginning on page 6 to read about certain factors
investors should consider before buying our securities.

Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

The date of this prospectus is August __, 2005

TABLE OF CONTENTS

Available Information.................................................... 4
Incorporation of Certain Documents by Reference.......................... 5
Special Note Regarding Forward-Looking Information....................... 5
Risk Factors............................................................. 6
Use of Proceeds.......................................................... 11
Recent Developments...................................................... 11
Our Business............................................................. 12
Description of Securities................................................ 27
Selling Security Holders................................................. 31
Plan of Distribution..................................................... 32
Commission's Policy on Indemnification for Securities Act Liabilities.... 35
Legal Matters............................................................ 35
Experts.................................................................. 35

No dealer, sales representative or any other person has been authorized
to give any information or to make any representations in connection with this
offering other than those contained or incorporated by reference in this
prospectus, as supplemented or amended from time to time by Able Energy, and, if
given or made, such information or representations must not be relied upon as
having been authorized by Able Energy. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall there be any sale
of these securities by any person in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. Neither the delivery of this prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of Able Energy since
the date of this prospectus or that the information contained in this prospectus
is correct as of any time subsequent to the date of this prospectus.

AVAILABLE INFORMATION

Able Energy is subject to the informational requirements of the Exchange
Act and, accordingly, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission.

Able Energy has filed with the Commission a registration statement on
Form S-3 under the Securities Act with respect to the securities offered in this
offering. This prospectus does not contain all of the information set forth in
the registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to Able Energy and the
securities offered, reference is made to the registration statement. Statements
contained in this prospectus or in any document incorporated by reference
regarding the contents of any agreement or other document are not necessarily
complete and are qualified in their entirety by reference to that agreement or
document. The registration statement may be inspected without charge at the
office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies may be obtained from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Able Energy with the Commission are
incorporated by reference:

o our Annual Report on Form 10-K for the fiscal year ended June
30, 2004;

o our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2004, December 31, 2004 and March 31, 2005;

o our Current Reports on Form 8-K filed on October 28, 2004,
December 21, 2004, February 23, 2005, March 4, 2005, April 29,
2005, May 19, 2005, June 1, 2005, June 10, 2005, June 16, 2005,
July 15, 2005, August 3, 2005, August 12, 2005 and August 15,
2005; and

o the description of our common stock contained in the
Registration Statement on Form 8-A filed May 26, 1999.

All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of the offering of the securities
registered shall be deemed to be incorporated by reference into this prospectus
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

Able Energy will furnish to each person to whom this prospectus is
delivered, upon written request, a copy of any or all of the documents referred
to by reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference. Requests should be addressed to: Chief
Financial Officer, Able Energy, Inc., 198 Green Pond Road, Rockaway, New Jersey
07866.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this prospectus and any prospectus supplement, and
in the documents incorporated by reference, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
2B of the Exchange Act. For this purpose, any statements contained in this
prospectus and any prospectus supplement, or incorporated by reference, that are
not statements of historical fact may be deemed to be forward-looking
statements. For example, the words "believes," "plans," "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of

important factors that could cause the results of Able Energy to differ
materially from those indicated by forward-looking statements. These factors
include those set forth under the heading "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our 10-K for the
fiscal year ended June 30, 2004, and those set forth in this prospectus under
the heading "Risk Factors."

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH INVESTMENTS IN THE SECURITIES OFFERED HEREBY. THIS PROSPECTUS CONTAINS
CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET
FORTH BELOW AND ELSEWHERE IN THIS PROSPECTUS. AN INVESTMENT IN THE SECURITIES
OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.

LIMITED OPERATING HISTORY; MANAGEMENT OF GROWTH; SUBSTANTIAL LONG-TERM DEBT.

The Company was incorporated in March 1997 to act as a holding company
for its operating subsidiaries. Able Oil, the Company's major operating
subsidiary, has been in business since 1989 and currently accounts for
approximately 80% of the Company's total revenue. The Company's remaining
subsidiaries have limited operating histories upon which evaluation of their
prospects can be made. There can be no assurance that the subsidiaries, other
than Able Oil, will generate substantial revenues or attain profitable
operations. The Company plans to continue to pursue an aggressive growth
strategy through its operating subsidiaries, and anticipates significant change
in its business activities and operations. The Company's growth has required,
and will continue to require, increased investment in management personnel,
financial and management systems and controls and facilities. The Company's past
expansion has placed, and any future expansion would place, significant demands
on the Company's administrative, operational, financial and other resources. The
Company intends to continue to expand its business and operations, including
entry into new markets, that will place additional strain on the Company's
management and operations. The Company's future operating results will depend,
in part, on its ability to continue to broaden the Company's senior management
group and administrative infrastructure, and its ability to attract, hire and
retain skilled employees. The Company's success will also depend on the ability
of its officers and key employees to continue to implement and improve the
Company's operational and financial control systems and to expand, train and
manage its employee base. In addition, the Company's future operating results
will depend on its ability to expand its sales and marketing capabilities and
expand its customer support operations commensurate with its growth, should such
growth occur. If the Company's revenues do not increase in proportion to its
operating expenses, the Company's management

systems do not expand to meet increasing demands, the Company fails to attract,
assimilate and retain qualified personnel, or the Company's management otherwise
fails to manage the Company's expansion effectively, there would be a material
adverse effect on the Company's business, financial condition and operating
results. As of March 31, 2005, the Company had long term liabilities of
$3,829,8971. The Company's ability to satisfy such obligations will depend on
the Company's future operating performance, which will be affected by, among
other things, prevailing economic conditions and financial, business and other
factors, many of which are beyond the Company's control. There can be no
assurance that the Company will be able to service its indebtedness. If the
Company is unable to service its indebtedness, it will be forced to examine
alternative strategies that may include actions such as reducing or delaying
capital expenditures, restructuring or refinancing its indebtedness, or the sale
of assets or seeking additional equity and/or debt financing. There can be no
assurance that any of these strategies could be effected on satisfactory terms,
if at all.

SEASONAL FACTORS.

To date substantially all of the Company's revenues and income have been
derived from the home heating oil business. The Company's home heating oil
business is seasonal, as a substantial portion of its business is conducted
during the fall and winter months. Weather patterns during the winter months can
have a material adverse impact on its revenues. Although temperature levels for
the heating season have been relatively stable over time, variations can occur
from time to time, and warmer than normal winter weather will adversely effect
the results of the Company's fuel oil operations.

FUEL PRICING: EFFECT ON PROFITABILITY.

Gasoline, heating oil and diesel fuel are commodities and, as such,
their wholesale prices are subject to changes in supply or other market
conditions over which the Company has no control. While, in the past, the
Company has been able to pass on any increases in commodities prices to its
customers, there can be no assurance that the Company may be able to fully pass
on future increases in the wholesale prices of these commodities to its
customers and still be competitive. Additionally, approximately 7% of the
Company's total sales are made to customers pursuant to an agreement which
pre-establishes the maximum sales price of fuel oil over a twelve-month period.
Such prices are renegotiated in April of each year and the Company has
historically purchased fuel oil for these customers in advance and at a fixed
cost. Should the Company be unable to make such advance purchases of fuel oil,
any future increase in wholesale fuel oil prices could have an adverse affect on
the Company. Because the Company sells fuel to its customers at fixed amounts
over its wholesale cost, the Company's gross profit as a percentage of gross
revenue may not fluctuate as a result of changes in the wholesale prices of
these goods. The Company does not engage in derivatives or futures trading to
hedge fuel price movements.

GROWTH DEPENDENT UPON UNSPECIFIED ACQUISITIONS.

-------------------------------
1 As of March 31, 2005 the Company's total long term liabilities consisted of
Deferred Income $79,679; Deferred Income Taxes $102,256 and; Long Term Debt
$3,647,962.

The Company's growth strategy includes the acquisition of existing fuel
distributors. There can be no assurance that the Company will be able to
identify new acquisition candidates or, even if a candidate is identified, that
the Company will have access to the capital necessary to consummate such
acquisitions. Furthermore, the acquisition of additional companies involves a
number of additional risks. These risks include the diversion of management's
attention from the operations of the Company, possible difficulties with the
assimilation of personnel and operations of acquired companies, the amortization
of acquired intangible assets, and the potential loss of key employees of
acquired companies. The future success of the Company's business will depend
upon the Company's ability to manage its growth through acquisitions.

GOVERNMENT REGULATION.

Federal, state and local laws, particularly laws relating to the
protection of the environment and worker safety, can materially affect the
Company's operations. The transportation of fuel oil, diesel fuel, propane and
gasoline is subject to regulation by various federal, state and local agencies,
including the U.S. Department of Transportation ("DOT"). These regulatory
authorities have broad powers and the Company is subject to regulatory and
legislative changes that can effect the economies of the industry by requiring
changes in operating practices or influencing demand for, and the cost of
providing, its services. Additionally, the Company is subject to random DOT
inspections. Any material violation of DOT rules or the Hazardous Materials
Transportation Act may result in citations and/or fines upon the Company. In
addition, the Company depends on the supply of petroleum products from the oil
and gas industry and, therefore, is affected by changing taxes, price controls
and other laws and regulations relating to the oil and gas industry generally.
The Company cannot determine the extent to which future operations and earnings
may be affected by new legislation, new regulations or changes in existing
regulations.

POTENTIAL ENVIRONMENTAL LIABILITY.

The Company's operations are subject to all of the operating hazards and
risks that are normally incidental to handling, storing, transporting and
delivering fuel oils, gasoline, diesel and propane, which are classified as
hazardous materials. The Company faces potential liability for, among other
things, fuel spills, gas leaks and negligence in performing environmental
clean-ups for its customers. Specifically, the Company maintains fuel storage
facilities on sites owned or leased by the Company, and could incur significant
liability to third parties or governmental entities for damages, clean-up costs
and/or penalties in the event of certain discharges into the environment. Such
liability can be extreme and could have a material adverse effect on the
Company's financial condition or results of operations. Although the Company
believes that it is in compliance with existing laws and regulations, there can
be no assurance that substantial costs for compliance will not be incurred in
the future. Any substantial violations of these rules and regulations could have
an adverse affect upon the Company's operations. Moreover, it is possible that
other developments, such as more stringent environmental laws, regulations and
enforcement policies thereunder, could result in additional, presently
unquantifiable, costs or liabilities to the Company.

NO ASSURANCE OF ADEQUATE INSURANCE PROTECTION.

The Company maintains insurance policies in such amounts and with
coverage and deductibles as the Company' management believes are reasonable and
prudent. There can be no assurance, however, that such insurance will be
adequate to protect the Company from liabilities and expenses that may arise
from claims for personal and property damage arising in the ordinary course of
business or that such levels of insurance will be maintained by the Company or
will be available at economic prices.

FRANCHISING.

The Company intends to expand franchise arrangements to expand its
operations and revenue base. The Company's future growth may be dependent upon
new franchisees and the manner in which they operate and develop their Able
Energy locations to promote and develop the Company's concept and its reputation
for quality and value. In addition, because the Company believes that a
potential franchisee's total estimated investment relating to an Able Energy
location is generally low, the Company may be more likely to attract franchisees
with limited franchise experience and limited financial resources. As a result
of its franchising activity, the Company is be subject to Federal Trade
Commission ("FTC") regulation and various state laws that govern the offer, sale
and termination of, and refusal to renew, franchises. Several state laws also
regulate substantive aspects of the franchisor-franchisee relationship. The FTC
requires the Company to furnish prospective franchisees a franchise offering
circular containing prescribed information. A number of states in which the
Company might consider franchising also regulate the sale of franchises and
require registration of the franchise offering circular with state authorities.
Substantive state laws that regulate the franchisor-franchisee relationship
presently exist in many states, and bills have been introduced in Congress from
time to time which would provide for federal regulation of the
franchisor-franchisee relationship in certain respects. The state laws often
limit, among other things, the duration and scope of non-competition provisions
and the ability of a franchisor to terminate or refuse to renew a franchise.

TRADEMARKS AND SERVICE MARKS.

The Company believes that its trademarks and service marks have
significant value and are important to the marketing of its products and
services, especially if the Company is successful in implementing its franchise
program. There can be no assurance, however, that the Company's proprietary
marks do not or will not violate the proprietary rights of others, that the
Company's marks would be upheld if challenged or that the Company would not be
prevented from using its marks, any of which could have an adverse effect on the
Company. In addition, there can be no assurance that the Company will have the
financial resources necessary to enforce or defend its trademarks and service
marks against infringement.

COMPETITION FROM ALTERNATE ENERGY SOURCES.

The Company is engaged primarily in the retail home heating business and
competes for customers with suppliers of alternate energy products, principally
natural gas and electricity. Every year, a small percentage of the Company's oil
customers convert to other home heating sources, primarily natural gas. In
addition, the Company may lose additional customers due to

conversions during periods in which the cost of its services exceeds the cost of
alternative energy sources.

COMPETITION FOR NEW CUSTOMERS.

The Company's business is highly competitive. In addition to competition
from alternative energy sources, the Company competes with distributors offering
a broad range of services and prices, from full service distributors similar to
the Company, to those offering delivery only. Competition with other companies
in the retail home heating industry is based primarily on customer service and
price. Longstanding customer relationships are typical in the industry. Many
companies, including the Company, deliver fuel to their customers based upon
weather conditions and historical consumption patterns without the customers
making an affirmative purchase decision each time fuel is needed. In addition,
most companies, including the Company, provide equipment repair service on a 24
hour a day basis, which tends to build customer loyalty. The Company competes
against companies that may have greater financial resources than the Company. As
a result, the Company may experience difficulty in acquiring new retail
customers due to existing relationships between potential customers and other
retail home heating distributors.

ABSENCE OF WRITTEN AGREEMENTS.

Approximately 50% of the Company's customers do not have written
agreements with the Company and can terminate services at any time, for any
reason. Although the Company has never experienced a significant loss of its
customers, if the Company were to experience a high rate of terminations, the
Company's business and financial condition could be adversely affected.

RISKS ASSOCIATED WITH EXPANSION INTO NEW MARKETS.

A significant element of the Company's future growth strategy involves
the expansion of the Company's business into new geographic and product markets.
Expansion of the Company's operations depend, among other things, the success of
the Company's marketing strategy in new markets, successfully establishing and
operating new locations, hiring and retaining qualified management and other
personnel, and obtaining adequate financing for vehicle and site purchases and
working capital purposes.

DEPENDENCE ON KEY PERSONNEL.

The Company's future success will depend, to a significant extent, on
the efforts of key management personnel, including Christopher P. Westad, the
Company's President, Interim Chief Executive Officer and Chief Financial
Officer. The loss of one or more of these key employees could have a material
adverse effect on the Company's business. In addition, the Company believes that
its future success will depend, in large part, upon its continued ability to
attract and retain highly qualified management, technical and sales personnel.
There can be no assurance that the Company will be able to attract and retain
the qualified personnel necessary for its business.

USE OF PROCEEDS

The shares covered by this prospectus are being offered by holders of
our securities. We will not receive any proceeds from the sale of those shares.

Some of the shares covered by this prospectus may be acquired upon the
exercise of warrants held by the selling security holders. If all of those
warrants were to be exercised, we would receive the aggregate exercise price of
approximately $1,375,000. We will use any proceeds received upon exercise of the
warrants for general corporate purposes.

RECENT DEVELOPMENTS

ALL AMERICAN STOCK PURCHASE AGREEMENT

As more fully described in our Current Report on Form 8-K filed on June
16, 2005, which is incorporated by reference into this prospectus, we entered
into a Stock Purchase Agreement on that date with all of the shareholders of All
American Plazas, Inc. ("All American") in connection with our acquisition of All
American. The transaction is expected to be consummated in August 2005, upon
receipt of the required approval by our shareholders.

All American, which is headquartered in Myerstown, Pennsylvania, is in
the business of owning, operating and developing truck stops. Its operations
include, but are not limited to, the ancillary merchandising of rights,
products, and other goods and services. All American operates 11 multi-service
truck stops in the United States that sell diesel fuel and related services to
approximately 5,000 trucking accounts and other independent consumers. Its
operations are located at primary interchanges servicing major truck routes in
the northeast region of the United States, and its facilities, known as "All
American Plazas," offer a broad range of products, services, and amenities,
including diesel fuel, gasoline, home-style restaurants, truck preventive
maintenance centers, and retail merchandise stores that market primarily to
professional truck drivers and other highway motorists.

Audited financial statements provided to us by All American show
revenues of $124,395,490 and a loss of $901,266 for the year ended September 30,
2003. Draft audited financial statements provided to us for the year ended
September 30, 2004 show revenues of $131,017,165 and net income of $54,286. We
also received unaudited financial statements for the six months ended March 31,
2005 showing revenues of $68,089,822 and a loss of $158,625. A complete
description of All American's business and full financial statements will be
included in the proxy statement for the contemplated stockholders' meeting with
respect to the acquisition.

All American currently owns approximately 41% of our outstanding shares.
In addition, one of our directors, Gregory D. Frost, formerly served as a
director and the General Counsel of All American until his resignation on March
31, 2005.

At the closing, we will deliver to the sellers 11,666,667 shares of our
restricted common stock, par value $.001 per share, at $3.00 per share for an
aggregate purchase price of $35,000,000. In addition, at the closing, we will
deliver to certain of the sellers a number of shares of our restricted common
stock equal to the number of shares of our common stock owned by All American as
of the closing date.

LOAN TO ALL AMERICAN

On July 27, 2005, we made a loan in the amount of $1,730,000 to All
American, and All American executed and delivered a Promissory Note for the full
amount of the loan in favor of our company. Under the terms of the Promissory
Note, the outstanding principal of the loan bears interest at the rate of 3.5%
per annum. All payments of principal and accrued interest are payable sixty days
after the date of the Promissory Note, although All American may extend the
repayment for an additional thirty days upon written request. The Promissory
Note is secured by a lien on 1,000,000 shares of our common stock owned by All
American, on which 1,000,000 shares there exists a prior lien held by Timothy
Harrington, our former Chief Executive Officer.

AUDIT COMMITTEE INVESTIGATION AND INFORMAL SEC INQUIRY

On July 28, 2005, our Audit Committee retained independent counsel to
assist in its investigation of information recently forwarded to the Audit
Committee regarding trading of our securities. On August 10, 2005, we were
informed by a letter from the Securities and Exchange Commission that it is
conducting an informal inquiry regarding our Audit Committee investigation. We
will cooperate fully with and assist the SEC in this informal inquiry.

GSN LETTER OF INTENT

On August 15, 2005, we announced that we have entered into an assignment
agreement with TruckStops Direct (TSD) wherein TSD has assigned to us all of its
rights in an executed letter of intent with GSN Interstate Truck Stop Network
Inc. (GSN). TSD, an affiliate of All American, has entered into this agreement
on our behalf. This letter of intent provides that the purchaser would obtain
the right to acquire the stock of GSN in exchange for $2 million dollars in cash
and stock. GSN, located in Janesville, Wisconsin, consists of 160 locations that
would complement our business. It should be noted that TSD operates a similar
business to that of GSN with 150 independent truck plazas. We would convert
under this joint venture arrangement most, if not all, independent truck plaza
locations into additional distribution outlets for our home heating oil business
utilizing our PriceEnergy software platform. Closing on this acquisition is
expected to occur in October 2005.

OUR BUSINESS

OVERVIEW

Able Energy was incorporated on March 13, 1997 in the state of Delaware.
The Company is engaged in the retail distribution of, and the provision of
services relating to, home

heating oil, propane gas and diesel fuels. In addition to selling liquid energy
products, the Company offers complete HVAC (heating, ventilation and air
conditioning) installation and repair and also markets other petroleum products
to commercial customers, including on-road and off-road diesel fuel, gasoline,
and lubricants.

In fiscal year 2004, sales of home heating oil accounted for
approximately 55% of the Company's revenues. The remaining 45% of revenues were
from sales of gasoline, diesel fuel, kerosene, propane, home heating equipment
services, and related sales. The Company now serves approximately 29,000 home
heating oil customers from four locations, of which one is located in Rockaway,
New Jersey, one in Easton, Pennsylvania, one in Warrensburg, New York and the
final is in Melbourne, Florida.

The Company also provides installation and repair of heating equipment
as a service to its customers. The Company considers service and installation
services to be an integral part of its business. Accordingly, the Company
regularly provides service incentives to obtain and retain customers. The
Company provides home heating equipment repair service on a 24 hours-a-day,
seven days-a-week basis, generally within four hours of request. Except in
isolated instances, the Company does not provide service to any person who is
not a customer.

The Company believes that it obtains new customers and maintains
existing customers by offering full service home energy products at discount
prices, providing quick response refueling and repair operations, providing
automatic deliveries to customers by monitoring historical use and weather
patterns, and by providing customers a variety of payment options. The Company
also regularly provides service incentives to obtain and retain customers. The
Company aggressively promotes its service through a variety of direct marketing
media, including mail and telemarketing campaigns, by providing discounts to
customers who refer new customers to the Company, and through an array of
advertising, including television advertisements and billboards, which aim to
increase brand name recognition. The Company believes that this focused
marketing strategy has been key to its success.

The Company intends to expand its operations by acquiring select
operators in the Company's present markets as well as other markets, capturing
market share from competitors through increased advertising and other means,
diversifying its products, diversifying its customer base, and replicating its
marketing and service formula in new geographic areas either directly or through
franchise arrangements. The Company may also enter into marketing alliances with
other entities in product areas different than the Company's current product
mix.

RETAIL FUEL OIL

The Company's retail fuel oil distribution business is conducted through
its subsidiaries Able Oil, Able Energy New York, Inc., and Able Melbourne. The
Company serves both residential and commercial fuel oil accounts. The Company
sells premium quality home heating oil to its residential customers offering
delivery seven days-a-week. To its commercial customers, in addition to selling
home heating oil, the Company sells diesel fuels, gasoline and kerosene. The
Company also provides an oil burner service that is available 24 hours-a-day for
the maintenance, repair, and installation of oil burners. These services are
performed on an as

needed basis. Customers are not required to enter into service contracts to
utilize the Company's service department, however the Company does offer such
service contracts if desired.

Approximately 50% of the Company's customers receive their home heating
oil pursuant to an automatic delivery system without the customer having to make
an affirmative purchase decision. These deliveries are scheduled by computer,
based on each customer's historical consumption patterns and prevailing weather
conditions. Customers can also order deliveries of home heating oil through the
Company's Web site located at WWW.ABLEENERGY.COM, or the Company's subsidiary
PriceEnergy.com's Web site at WWW.PRICEENERGY.COM. The Company delivers home
heating oil approximately six times each year to the average customer. The
Company bills customers promptly upon delivery or receives payment upon
delivery. The Company's customers can pay for fuel deliveries with cash, check,
credit card or electronic check.

In addition, approximately 9% of the Company's total sales are made to
customers pursuant to an agreement which pre-establishes the maximum annual
sales price of fuel oil and is paid by customers over a ten month period in
equal monthly installments. Such prices are renegotiated in April of each year
and the Company has historically purchased fuel oil for these customers in
advance and at a fixed cost.

The Company delivers fuel with its own fleet of 38 custom fuel oil
trucks and four owner-operator fuel oil delivery trucks. The Company's fuel
trucks have fuel capacities ranging from 3,000 to 8,000 gallons. Each vehicle is
assigned to a specific delivery route, and services between 4 and 40 customer
locations per day depending on market density and customers' fuel requirements.
The Company also operates 17 Company owned service vans and one owner-operated
service van, which are equipped with state of the art diagnostic equipment
necessary to repair and/or install heating equipment. The number of customers
each van serves mostly depends upon the number of service calls received on any
given day.

OPERATIONAL EFFECTIVENESS

The Company continues to redefine its organizational chart and related
position descriptions in order to enhance the Company's personnel utilization
and ultimate profitability. The Company believes that it will continue to
increase the utilization of existing personnel and equipment, in an effort to
reduce expenses as a percent of sales, and increasing profitability, within its
current business configuration. This process is monitored and guided via
bi-weekly meetings of the Company's executive committee whereby policies are
reviewed, results evaluated, and changes made to continue to stay focused on
improving the Company's profitability.

Furthermore, the Company has completed implementation of its new fuels
management system called "Sunrise" which it originally purchased from Versyss in
Providence, Rhode Island (This operating system, which is built on ".NET"
(dot-net) technology, is a Microsoft(R) Windows-based application that is easier
to build, deploy, and integrate with other networked systems. Sunrise is unique
new industry operating software, which allows developers, and systems
administrators to more easily build and maintain the system with improvements
toward

performance, security, and reliability. Sunrise will permit Able Energy to
increase corporate profitability, while simultaneously providing exceptional
customer service. This new operating system also affords the necessary
flexibility to handle multiple payment plans, can maintain the security of
confidential account information, has easily customizable fields, and the
capability to e-mail invoices and statements to the customer base. This
operating system along with the new financial software, Great Plains, will serve
to further streamline operations and information processing. In January of 2005,
Versyss Commercial Systems, LLC, in Providence, Rhode Island sold their new
Sunrise software to Advanced Digital Data, Inc. (ADD Systems) of Flanders, New
Jersey. ADD Systems is a leader in the energy software industry and the Company
(Able) expects ADD Systems to continue to provide a high level of service in
support and on-going development of the Sunrise software.

Management values the significance of correctly managing all aspects of
expense control, and as such, has enlisted the support of an outside consultant
to assist in the integration and implementation of its new comprehensive
operating budget and related reporting structure which now interfaces with the
new Sunrise operating system. The Company believes that these changes will
enable management to quickly respond to changing trends in sales and expenses.
The Company believes that its new budget structure is effective as the period
ending March 31, 2005 shows a year-to-year decrease in SG&A of $629,531 or
13.22%. The combination of the new operating system and the detailed budget and
reporting program is now providing all levels of management with real time
results not previously available. These results have now been designed to report
down to the department level, which is line with the Company's goal of holding
each level of management accountable for improved operating and sales results.

The Company's margin strategy is to use the PriceEnergy subsidiary to
handle highly discounted non-service related home heating oil sales previously
sold through the Able Oil subsidiary. This change will permit Able Oil Co. to
grow its automatic delivery customer base using its moniker of "Full Service at
Discount Prices", while the PriceEnergy entity will cater to those customers
looking for the lowest possible retail price either "on-line" or over the phone.
The Company believes that this further segmentation of its customer base will be
successful in increasing overall profitability while enhancing customer appeal.
The Company has identified several customer segments that prefer varying levels
of service. By better aligning the Company's product offerings to match the
desires of these customer segments, the Company believes that it will be able to
capture a larger market share as well as protect the margin strategy of the
Company's conventional full service subsidiary, Able Oil Company. In order to
improve gross margins in the Company's Able Oil Company subsidiary, management
is exploring the possibility of increasing PriceEnergy dealer network coverage
in its Northwestern New Jersey market.

The Company has taken a dramatic new approach in the provision of HVAC
products and services to its customer base. This division of the Company's
business has traditionally been viewed as a support vehicle for the full service
oil delivery business in order to maintain customer loyalty through the
provision of necessary services to maintain the customer's heating or cooling
system. This business segment is now charged with being a self-funding
independent business unit within Able Oil and as such must be profitable. The
service department has now turned a profit nine months ending March 2005 vs. a
loss for the same period last year. This is

now possible through the Company's focus on individual performance and
accountability within this department as well as with the assistance of Flat
Rate Pricing methodology. This new system of "Flat Rate Pricing", provides the
Company's sales and service personnel with a "package approach" to selling
service, and provides the customer with an easy to understand invoice. This
policy is consistent with the Company's customer segmentation strategy,
permitting different retail prices for different customer segments, based upon
their choice of service level desired. This system will interface with the
Company's automated dispatch communications program that was introduced last
year. Flat rate pricing has now been fully rolled out and has proven so far to
be successful in streamlining the service billing process while maintaining
clarity for the customer.

WARRENSBURG, NEW YORK OPERATIONAL ENHANCEMENTS

The Company is still in the process of making operational changes to its
Warrensburg, New York business, which will permit the consolidation of all daily
operations on to one modern facility located in the newly developed Warrensburg
Industrial Park. The Company's current propane gas storage operations on its
Lake George property have been moved to the new site and the Lake George
property has been sold with proceeds of the sale having been allocated to
provide funding for the new operations at the industrial park.

When completed, the new fuel depot and sales office will house the local
sales and administrative support personnel as well as operations and fuel
storage for #2 heating oil, kerosene, propane gas, and diesel fuel. Since a new
modular office is now in place on the new property, the Company has terminated
its leased office space on Main Street. Fuel operations on Horicon Avenue will
have all operations combined in the new location with the ability to grow the
business more effectively as well as handle a greater volume of all products. As
of December 31, 2004, the Company has completed the installation of, and is now
using two new 30,000-gallon propane storage tanks to service its customer base
in that area. The project is more than two-thirds completed. With warmer weather
now in place contractors can now continue the process of finishing the
installation of the new office space and completion of site work. By the end of
the summer of 2005, the installation of #2 heating oil, kerosene, and diesel
storage tanks, will complete the project.

RECENTLY IMPLEMENTED TECHNOLOGICAL PROCEDURES

The Company has established goals, which will be accomplished through
the implementation of some modern technologies that are currently being
installed into the Company's existing infrastructure.

The Company has introduced additional customer service technology to its
Rockaway call and administrative center during the past year. Able Energy
management believes that because of improvements to its existing telephone
hardware and in-house management, the Company's call center environment will be
provided with the ability to respond to changing call patterns, both higher and
lower, without the expense of clerical over-staffing to meet unrealized needs.
This telephony software known, as Votara will once again provide the customer
with the option of placing a fuel order via a voice- activated technology. This
will enable customers who

simply wish to refill their fuel tank, the opportunity to quickly place an order
24 hours a day without the help of a live customer service representative.

The Company is now beginning full implementation of the recently
announced automated dispatch technology, which provides management with the
ability to communicate with service technicians instantaneously. This system
also is now performing billing functions at the customer's location as well as
documenting payment data instantaneously. Additionally, management will soon be
able to monitor the status of every on-duty worker and be able to obtain real
time reporting for stand-by, en route, and service work time. This system
enables the Company to maximize scheduling opportunities and eliminate service
technician down time.

ABLE OIL

Able Oil was established in 1989 and is the Company's largest
subsidiary, accounting for approximately 80% of the Company's total revenues in
fiscal 2004. Able Oil is headquartered in Rockaway, New Jersey, and serves just
under 29,000 oil customer accounts throughout northern New Jersey, mostly in
Morris, Sussex, Warren, Passaic and Essex counties, from its distribution
locations in Rockaway, New Jersey and Easton, Pennsylvania. Of these accounts,
approximately 83% are residential customers and 17% are commercial customers.

Generally, 31 of the Company's fuel oil trucks are reserved for use by
Able Oil, of which 28 trucks operate from the Rockaway facility and 3 trucks
operate from the Easton, Pennsylvania, facility. In addition, Able Oil utilizes
the services of four owner-operated trucks. Each owner operator is under
contract; they are responsible for all of the vehicle operating expenses
including insurance coverage. All of the trucks have the Company's logo on them.

Able Oil's 28 fuel oil delivery trucks, and the four owner-operator
trucks, acquire fuel inventory at the Company's facilities in Rockaway. Dispatch
of fuel oil trucks is conducted at both the Rockaway. Billing is conducted from
Able Energy's corporate headquarters in Rockaway.

The Rockaway and Newton (which is currently out of service) facilities
have the capacity to store 1.5 million gallons and 200,000 gallons of fuel,
respectively. During seasons where demand for heating oil is higher, or when
wholesale oil prices are favorable, a slightly larger inventory is kept on hand.
However, Management generally believes that short inventory life and high
inventory turnover enables the Company to rapidly respond to changes in market
prices. Thus, Management employs "just in time" inventory practices and rarely
stores fuel to capacity levels. Additional fuel oil purchases are made daily on
the spot market using electronic funds transfers. Able Oil carts its fuel
purchases from wholesale purchase sites to the Rockaway and Newton facilities
with two tractor-trailer tankers owned by the Company, and by two owner-operated
tractor-trailer tankers that are used on an as needed basis. These two
owner-operated tankers are under contract and bear the Able logo or name.

Able Oil's oil burner service operates out of the Rockaway and Newton
facility. Able Oil dispatches a total of 17 service vans, one of which is
subcontracted from an owner-operator.

ABLE MELBOURNE

Able Melbourne was established in July 1996, and is located in Cape
Canaveral Florida. Presently, revenues from Able Melbourne account for
approximately 4% of the Company's total revenues. Able Melbourne is engaged
primarily in the sale of diesel fuel for commercial fleet fueling and other
on-road vehicles, and dyed diesel fuel, which is used for off-road vehicles and
purposes, including commercial and recreational fishing vessels, heating oil,
and generator fuel. Additionally, a small portion of Able Melbourne's revenues
is generated from the sale of home heating oil, lubricants and lubricant
products. Able Melbourne serves approximately 400 customer accounts in Brevard
County, Florida, primarily in the Cape Canaveral Area.

Able Melbourne delivers fuel with two fuel delivery trucks, which are
capable of storing 6,000 gallons of fuel in aggregate. Because Able Melbourne's
peak season is at the opposite time of the year than the rest of the Company,
during this season, Able Melbourne uses one of Able Oil's trucks to meet its
demand. Currently, Able Melbourne does not have facilities to store fuel oil
beyond what is held on its trucks, and thus, purchases fuel inventory from local
refineries. However, since Able Melbourne is located only three miles from port
storage, the lack of inventory capacity is not material to the Company's
operations or revenue.

RETAIL PROPANE DISTRIBUTION

The Company is engaged in the retail distribution of propane gas and
propane equipment, and provides services related thereto through its subsidiary
Able Energy New York, Inc. ("Able Energy").

Propane can be used for virtually all household and business utility
applications. Although burned as a gas, propane is transported as a liquid and
stored in tanks that vaporize the liquid for use. Able Energy provides its
propane customers with such tanks at no charge, and by doing so, remains such
customer's exclusive supplier of propane. Able Energy employs a delivery system
similar to the Company's retail oil distribution business, whereby customers
receive propane deliveries pursuant to an automatic delivery system without the
customer having to make an affirmative purchase decision. These deliveries are
scheduled by computer, based on each customer's historical consumption patterns
and prevailing weather conditions.

Able Energy conducts its propane operations from its new storage
facility in Warrensburg, New York. Able Energy has 60,000 gallons of propane
storage capacity at its Warrensburg, New York facility which was completed in
March 2004. The delivery trucks have the capacity to deliver 3,000 gallons of
propane, and can service approximately 30 customers per day. Able Energy
purchases wholesale propane on the spot market at local facilities.

PRICEENERGY OPERATING SUBSIDIARY

The company's operating subsidiary, PriceEnergy with its modern
order-processing platform, has been in full operation for the past four years.
This revolutionary proprietary technology is fully automated and allows for the
removal of the inefficiencies associated with traditional heating oil companies
within this industry. PriceEnergy generates gallons sales in new

business every day, which are delivered by PriceEnergy's dealer network. Gallons
sales, this year, have continued to strengthen over the same period last year.
In December of 2002, PriceEnergy began sales of Home Heating Oil in the initial
BJ's Wholesale Club. Gallons sold through this new venue have been increasing
with each week. The Company is excited about this new sales opportunity with its
new "Channel Partner", BJ's. The Company believes that this is the first of many
prime retail opportunities to utilize the PriceEnergy operating platform to open
new markets for the sales of heating oil and diesel fuel. In late December 2004,
the Company strengthened the operating margins for this subsidiary with its
current channel partner has been working to lower some of the operating costs
such as the cost per call with its current call center. The subsidiary has
experienced continued losses since its inception. Net loss for the first nine
months ending March 31, 2004 was ($310,664). PriceEnergy did, however, have its
first quarterly profit for the most recent quarter ending March 31, 2005 of
$60,979 before allocation of an inter-company management fee.

EFFECT OF CHANGES IN GENERAL ECONOMY

The Company's business is relatively unaffected by business cycles.
Because fuel oil, propane and gasoline are such basic necessities, variations in
the amount purchased as a result of general economic conditions are limited.

CUSTOMER STABILITY

The Company has a relatively stable customer base due to the tendency of
homeowners to remain with their traditional distributors. In addition, a
majority of the homebuyers tend to remain with the previous owner's distributor.
As a result, the Company's customer base each year includes most customers
retained from the prior year, or homebuyers who have purchased from such
customers. Like many other companies in the industry, the Company delivers fuel
oil and propane to each of its customers an average of approximately six times
during the year, depending upon weather conditions and historical consumption
patterns. Most of the Company's customers receive their deliveries pursuant to
an automatic delivery system, without the customer having to make an affirmative
purchase decision each time home heating oil or propane is needed. In addition,
the Company provides home heating equipment repair service on a
seven-days-a-week basis.

No single customer accounts for 10% or more of the Company's
consolidated revenues.

CONVERSION TO NATURAL GAS

The rate of conversion from the use of home heating oil to natural gas
is primarily affected by the relative prices of the two products, and the cost
of replacing oil fired heating systems with one that uses natural gas. The
Company believes that approximately 1% of its customer base annually converts
from home heating oil to natural gas. Even when natural gas had a significant
price advantage over home heating oil, such as in 1980 and 1981 when there were
government controls on natural gas prices or during the Persian Gulf Crisis in
1990 and 1991, the Company's customers converted to natural gas at only a 2%
annual rate. During the

latter part of 1991 and through 1995, natural gas conversions have returned to
their 1% historical annual rate as the prices for the two products have been at
parity.

OIL PRICE VOLATILITY

Although prices of energy sources have been volatile, historically, this
has not affected the performance of the Company because it has been able to pass
substantially all wholesale cost increases along to its customers. While
fluctuations in wholesale prices have not significantly affected demand to date,
it is possible that significant wholesale price increase could have the effect
of encouraging conservation of energy resources. If demand was reduced and the
Company was unable to increase its gross profit margin or reduce its operating
expenses, the effect of such decrease in demand would be a reduction of net
income.

SEASONALITY

The Company's business is directly related to the heating needs of its
customers. Accordingly, the weather can have a material effect on the Company's
sales in any particular year. Generally, however, the temperatures in the past
thirty years have been relatively stable, and as a result, have not had a
significant impact on the Company's performance, except on a short-term basis.
In the years 1997 and 2001, "El Nino" caused two of the warmest winters on
record, which impacted home heating oil sales during the 1997-1998 and 2001-2002
winter seasons. The winter of 2003-2004 recorded temperatures for the season
which were normal for New Jersey.

Approximately 65% of the Company's revenues are earned and received from
October through March, and the overwhelming majority of such revenues are
derived from the sale of home heating oil. During the spring and summer months,
revenues from the sale of diesel and gasoline fuels increase due to the
increased use of automobiles and construction apparatus.

Each of the Company's divisions are seasonal. From May through
September, Able Oil experiences considerable reduction of retail heating oil
sales.

Over 90% of Able Melbourne's revenues are derived from the sale of
diesel fuel for construction vehicles, and commercial and recreational sea-going
vessels during Florida fishing season, which begins in April and ends in
November. Only a small percentage of Able Melbourne's revenues are derived from
the sale of home heating fuel. Most of these sales occur from December through
March, Florida's cooler months.

WHOLESALE SUPPLIERS

The Company has three supply contracts for the purchase of Number 2
Heating Oil, representing 10% of the Company's annual heating fuel purchases.
The Company purchases its remaining fuel supplies on the spot market. The
Company satisfies its inventory requirements with seven different suppliers, the
majority of which have significant domestic fuel sources, and many of which have
been suppliers to the Company for over 5 years. The Company's current suppliers
are Ameranda Hess Corporation, Motiva Enterprises, Petron Oil Corporation, Star

Enterprises, Sprague Energy, Transmontaigne Product Group, Petrocom Energy Group
Ltd., and Sun Co., Inc. (R&M). The Company monitors the market each day and
determines when to purchase its oil inventory and from whom.

Three of these suppliers provided Able Oil with approximately 60% of its
heating oil requirements for the year ended June 30, 2004.

Coastal Refining & Marketing, Inc., provided Able Melbourne with
approximately 99% of its diesel fuel product requirements for the year ended
June 30, 2004. Two major suppliers provided Able Melbourne with approximately
67% and 33%, respectively, of its lubricant and related product requirements for
the year ended June 30, 2004.

Management believes that if the Company's supply of any of the foregoing
products was interrupted, the Company would be able to secure adequate supplies
from other sources without a material disruption in its operations. However,
there can be no assurance that adequate supplies of such products will be
readily available in the future.

TRUCK PURCHASES AND MAINTENANCE

The Company presently orders and purchases its fuel oil trucks from two
companies that manufacture trucks suitable for the Company's operations. The
Company has the option to purchase or lease standard equipment fuel trucks. The
typical configuration of the Company's fuel trucks is a Kenworth with a 3,000
gallon multi-compartment aluminum tank, a vapor recovery system and a device
that records fuel flow from the storage compartments. Each truck carries the
Company's registered logo emblazoned on its side. Service vehicles are standard
commercial vans, which are obtained from a number of sources. These vehicles
also carry the Company logo.

Generally, the Company relies upon equipment warranties, fixed fee
service contracts and on-site repairs for the maintenance of the Company's fleet
of vehicles. To date, the Company has not experienced significant downtime on
the any of its fuel trucks.

PRODUCT LINES

In fiscal year 2004, sales of home heating oil accounted for
approximately 55% of the Company's revenues. The remaining 45% of revenues were
from sales of gasoline, diesel fuel, kerosene, propane, equipment sales and
service, and related sales. The Company also installs heating equipment and
repairs such equipment on a 24 hours-a-day, seven days-a-week basis, generally
within four hours of request.

INDUSTRY OVERVIEW

customer service and price. Longstanding customer relationships are typical in
the retail home heating oil and propane industry. Many companies in the
industry, including the Company, deliver fuel oil or propane to their customers
based upon weather conditions and historical consumption patterns without the
customers having to make an affirmative purchase decision each time fuel oil or
propane is needed. In addition, most companies, including the Company, provide
equipment repair service on a 24 hour-a-day basis, which tends to build customer
loyalty. As a result, the Company may experience difficulty in acquiring new
retail customers due to existing relationships between potential customers and
other fuel oil or propane distributors.

MARKETING, SALES & STRATEGIC PARTNERSHIPS

The Company employs a dynamic marketing strategy that the Company
believes has been the key to its success. The Company believes that it obtains
new customers and maintains existing customers by offering its full service home
energy products at discount prices, providing quick response refueling and
repair operations, providing automatic deliveries to customers by monitoring
historical use and weather patterns, and by providing customers a variety of
payment options. To expand its customer base and aggressively promote its
service, the Company engages in direct marketing campaigns, advertises
regularly, offers employee incentives, and encourages referrals.

The Company has successfully expanded its customer base by employing a
variety of direct marketing tactics, including telemarketing campaigns,
billboards, mass and direct mailings, and by distributing hand-bills and
promotional items, such as refrigerator magnets, sweatshirts and hats.
Additionally, the Company's delivery personnel are an integral part of the
Company's direct marketing activities. While in the field, drivers isolate
potential new customers by taking note of where the Company is not servicing
accounts, and act as salespersons for the Company. The Company offers its
drivers and customer care representatives an incentive payment of $20 for each
new automatic delivery customer and $10 for each conversion of an existing
customer to automatic delivery.

The Company uses advertising campaigns to increase brand recognition and
expand its customer base, including radio and television advertisements,
billboards, and newsprint and telephone directory advertisements. Additionally,
the Company utilizes its fleet of fuel delivery trucks and service vans as
moving advertisements by emblazoning them with the Company's logo.

Historically, referrals have been an important part of the Company's
efforts to expand its business and the Company offers incentives to customers
who refer business. Customers who refer business receive either $30 or 25
gallons of heating oil at no charge for each new customer referred. The Company
also offers other special limited time promotional offers to customers, designed
to increase business in specific targeted business segments. The Company also
encourages civic and religious organizations to refer business to the Company.
As an incentive, the Company pays such organizations a donation for each of its
members who become customers and a stipend based upon the members' fuel
consumption.

PATENTS AND TRADEMARKS

Able Oil owns the exclusive right and license to use, and to license
others to use, the proprietary marks, including the service mark "Able Oil-
-Registered Trademark-" (and design) ("Proprietary Marks"). The "Able Oil-
-Registered Trademark-" service mark and design was registered under Classes 37
and 39 of the Principal Register of the U.S. Patent & Trademark Office ("USPTO")
on April 30, 1996 (registration No. 1,971,758). In addition, Able Oil
established certain common law rights to the Proprietary Marks through its
continuous, exclusive and extensive public use and advertising. The Proprietary
Marks are not registered in any state.

Presently there is no effective determination by the USPTO, Trademark
Trial and Appeal Board, the trademark administrator of any state, or court
regarding the Proprietary Marks, nor is there any pending interference,
opposition or cancellation proceeding or any pending litigation involving the
Proprietary Marks or the trade names, logotypes, or other commercial symbols of
Able Oil. There are no agreements currently in effect that significantly limit
the rights of Able Oil to use or license the use of the Proprietary Marks.

In December 2000, the Company was advised by the United States Patent
and Trademark Office that its applications for registration for the
"PriceEnergy.com" mark was assigned Serial No. 76/172083 and the
"PriceEnergy.com The Energy Hotspot" mark was assigned Serial No. 76/171829, as
of November 28, 2000.

ENVIRONMENTAL CONSIDERATIONS AND REGULATION

The Company has implemented environmental programs and policies designed
to avoid potential liability under applicable environmental laws. The Company
has not incurred any significant environmental compliance cost, and compliance
with environmental regulations has not had a material effect on the Company's
operating or financial condition. This is primarily due to the Company's general
policies of closely monitoring its compliance with all environmental laws. In
the future, the Company does not expect environmental compliance to have a
material effect on its operations and financial condition. The Company's policy
for determining the timing and amount of any environmental cost is to reflect an
expense as and when the cost becomes probable and reasonably capable of
estimation.

On September 15, 2003, Able Oil received approval from the New Jersey
Department of Environmental Protection a revised Discharge Prevention
Containment and Countermeasure plan ("DPCC") and Discharge, Cleanup and Removal
plan ("DCR") for the facility at 344 Route 46 East in Rockaway, New Jersey. This
plan has received approval and will be in effect for three years. The State of
New Jersey requires companies which operate major fuel storage facilities to
prepare such plans, as proof that such companies are capable of, and have
planned for, an event that might be deemed by the State to be hazardous to the
environment. In addition to these plans, Able Oil has this facility monitored on
an ongoing basis to ensure that the facility meets or exceeds all standards
required by the State.

The Company experienced no spill events that would warrant investigation
by state or other environmental regulatory agencies. All locations are prepared
to deal with such an event should one occur.

GOVERNMENT REGULATIONS

Numerous federal, state and local laws, including those relating to
protection of the environment and worker safety, effect the Company's
operations. The transportation of fuel oil, diesel fuel, propane and gasoline is
subject to regulation by various federal, state and local agencies including the
U.S. Department of Transportation ("DOT"). These regulatory authorities have
broad powers, and the Company is subject to regulatory and legislative changes
that can effect the economies of the industry by requiring changes in operating
practices or influencing demand for, and the cost of providing, its services.

The regulations provide that, among other things, the Company's drivers
must possess a commercial driver's licence with a hazardous materials
endorsement. The Company is also subject to the rules and regulations concerning
Hazardous Materials Transportation Act. For example, the Company's drivers and
their equipment must comply with the DOT's pre-trip inspection rules,
documentation regulations concerning hazardous materials (i.e. certificates of
shipments which describe the type, and amount of product transported), and
limitations on the amount of fuel transported, as well as driver "hours of
service" limitations. Additionally, the Company is subject to DOT inspections
that occur at random intervals. Any material violation of DOT rules or the
Hazardous Materials Transportation Act may result in citations and/or fines upon
the Company. In addition, the Company depends upon the supply of petroleum
products from the oil and gas industry and, therefore, is affected by changing
taxes, price controls and other laws and regulations relating to the oil and gas
industry generally. The Company cannot determine the extent to which future
operations and earnings may be affected by new legislation, new regulations and
changes in existing regulations.

The technical requirements of these laws and regulations are becoming
increasingly expensive, complex and stringent. These laws may impose penalties
or sanctions for damages to natural resources or threats to public health and
safety. Such laws and regulations may also expose the Company to liability for
the conduct or conditions caused by others, or for acts of the Company that were
in compliance with all applicable laws at the time such acts were performed.
Sanctions for noncompliance may include revocation of permits, corrective action
orders, administrative or civil penalties and criminal prosecution. Certain
environmental laws provide for joint and several liabilities for remediation of
spills and releases of hazardous substances. In addition, companies may be
subject to claims alleging personal injury or property damages as a result of
alleged exposure to hazardous substances, as well as damage to natural
resources.

Although the Company believes that it is in compliance with existing
laws and regulations and carries adequate insurance coverage for environmental
and other liabilities, there can be no assurance that substantial costs for
compliance will not be incurred in the future or that the insurance coverage in
place will be adequate to cover future liabilities. There could be an adverse
affect upon the Company's operations if there were any substantial violations of
these rules and regulations. Moreover, it is possible that other developments,
such as more stringent

environmental laws, regulations and enforcement policies thereunder, could
result in additional, presently unquantifiable, costs or liabilities to the
Company.

EMPLOYEES

As of June 30, 2005, the Company employed approximately 82 individuals.
From October through March, the Company's peak season, the Company employs
approximately 110 persons. From April through September, the Company employs
approximately 75 persons. Currently, there are no organized labor unions
representing any of the employees of Company or any of its related companies.

PROPERTY

The Company's corporate headquarters are located in a 9,800 square foot
facility in Rockaway, New Jersey. This facility accommodates the Company's
corporate, administrative, marketing and sales personnel. The lease expires on
April 30, 2006 and carries an annual rent of $109,000. The Company owns the
property located at 344 Route 46 in Rockaway, New Jersey. This facility
accomodates the Company's fuel terminal, including fuel storage tanks, truck
yard space and dispatch operations. The Company purchased the property in August
1999, through a newly formed wholly-owned subsidiary, Able Energy Terminal, LLC,
at a purchase price of $1,150,000. The Company also owns buildings, totaling
1,000 square feet, consisting of wood frame facilities located at 38 Diller
Avenue, Newton, New Jersey that will serve as a supply depot, storage area
administrative offices and service facility.

Able Melbourne leases a 3,000 square foot concrete and aluminum facility
that serves as a storage facility, a service facility and administrative
offices, located at 79 Dover Avenue, Merritt Island, Florida and is governed by
an oral, month-to-month lease with annual rent of $5,000. The Company does not
store fuel oil at this location with the exception of that which is kept in the
delivery trucks. This facility is conveniently located within three miles of its
wholesale supplier. The Company is responsible for maintaining the facilities in
compliance with all environmental rules and laws.

LEGAL PROCEEDINGS

An explosion and fire occurred at the Able Energy Facility in Newton, NJ
on March 14, 2003. The Sussex County, New Jersey, Prosecutor's Office conducted
an investigation as a result of the March 14, 2003 explosion and fire. On July
27, 2005, the Company pled guilty to a fourth degree crime of negligently
damaging the tangible property of the residents of Newton, New Jersey, while
using dangerous means. Sentencing and penalty will be assessed on September 21,
2005.

A lawsuit has been filed against the Company by property owners who
allegedly suffered property damages as a result of the March 14, 2003 explosion
and fire. The Company's insurance carrier is defending as related to
compensatory damages. Legal counsel is defending on the punitive damage claim.
Certification of a class action was granted on June 17, 2005. The Company
intends to defend this lawsuit vigorously.

After the March 14, 2003, fire and explosion, the town of Newton changed
its zoning requirements and made fuel oil and propane distribution prohibited
uses. The Company appealed a denial of a request for building permits to
reconstruct damaged and destroyed buildings and sought a Non-Conforming Use
Certificate to permit the fuel oil distribution use only. On August 20, 2004,
the Superior Court of New Jersey ruled that the Company may continue to use the
site as a non-conforming use, but stayed its decision subject to Newton's
appellate rights. On November 3, 2004, the Town of Newton Zoning Board of
Adjustment entered a filing to appeal the August 20, 2004 Final Judgment of
Judge B. Theodore Bozonelis of the Superior Court of New Jersey Appellate
Division. On May 11, 2005, The Superior Court of the State of New Jersey -
Appellate Division, ruled in favor of the Company, and upheld the August 2004
decision, which permitted the Company to use its Newton facility as a fuel
storage and distribution facility for #2 home heating oil, diesel fuel, and
kerosene.

As a result of the March 14, 2003 explosion and fire, various claims for
property damage have been submitted to the Company's insurance carrier. These
claims are presently being handled and, in many cases, settled by the insurance
carrier's adjuster. There were approximately 200 claims being handled and
adjusted with reserves for losses established as deemed appropriate by the
insurance carrier. The majority of these claims have now been settled.

In addition, the following lawsuits were also filed against the Company
by property owners who allegedly suffered property damage as a result of the
March 14, 2003 explosion and fire: (A) Merriam Gateway v. Able Energy, Inc.
which was filed on November 17, 2003 in the Superior Court of New Jersey Law
Division, County of Sussex in which the plaintiff seeks unspecified compensatory
and punitive damages; (B) Courtright v. Able Energy, Inc. which was filed on
April 6, 2003 in the Superior Court of New Jersey Law Division, County of Sussex
in which the plaintiff seeks unspecified compensatory and punitive damages; and
(C) Marius and Jennifer Scholz v. Able Energy, Inc. which was filed on June 23,
2004 in the Superior Court of New Jersey Law Division, County of Sussex in which
the plaintiff seeks unspecified compensatory and punitive damages. (D) June
Bergen v. Able Energy, Inc. which was filed on March 3, 2005 in the Superior
Court of New Jersey Law Division, County of Sussex in which the plaintiff seeks
unspecified personal injury damages. (E) Charles J. Balassone V. Able Energy,
Inc., et al. was filed in March of 2005 seeking unspecified personal injury
damages. The Company's insurance carrier is defending these claims.

The Company in the normal course of business has been involved in
lawsuits. Current suits are being defended by the insurance carrier and should
be covered by insurance.

The Company is not currently involved in any other legal proceedings
that could have a material adverse effect on the results of operations or the
financial condition of the Company. From time to time, the Company may become a
party to litigation incidental to its business. There can be no assurance that
any future legal proceedings will not have a material adverse affect on the
Company.

DESCRIPTION OF SECURITIES

The shares of our common stock that are covered by this prospectus may
be acquired by the selling security holders under the terms of a private
placement transaction that occurred on July 12, 2005. In connection with this
transaction and as more fully described below and in our Current Report on Form
8-K dated July 14, 2005, we issued warrants exercisable for 192,308 shares of
common stock and convertible debentures which may be converted into 384,618
shares of common stock. The convertible debentures also provide that interest
thereon may be paid in shares of common stock. All of the documents from this
transaction, including the forms of the warrants and convertible debentures,
have been filed or incorporated by reference as exhibits to the registration
statement to which this prospectus forms a part.

COMMON STOCK

Our common stock is fully described in the Registration Statement on
Form 8-A filed May 26, 1999, and the description has been incorporated in this
prospectus by reference.

Able Energy is authorized to issue 10,000,000 shares of common stock,
$.001 par value per share, of which as of the date of this prospectus 2,449,520
shares of common stock are outstanding.

The holders of common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of shareholders. Holders of common
stock are entitled to receive ratably dividends as may be declared by the board
of directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of the common
stock are entitled to share ratably in all assets remaining, if any, after
payment of liabilities. Holders of common stock have no preemptive rights and
have no rights to convert their common stock into any other securities.

Able Energy's common stock is listed on the Nasdaq SmallCap Market under
the symbol "ABLE".

PREFERRED STOCK

The Certificate of Incorporation authorizes the issuance of 10,000,000
shares of preferred stock, $.001 par value per share, with designations, rights
and preferences determined from time to time by its Board of Directors.
Accordingly, the Company's Board of Directors is empowered, without stockholder
approval, to issue classes of preferred stock with voting, liquidation,
conversion, or other rights that could adversely affect the rights of the
holders of the Common Stock. Although the Company has no present intention to
issue any shares of its preferred stock there can be no assurance that it will
not do so in the future. Furthermore, no preferred stock may be issued by the
Company unless such issue is approved by the Company's independent directors.

CONVERTIBLE DEBENTURES

On July 12, 2005, we consummated a financing with the selling security
holders listed in the "Selling Security Holders" section below in the amount of
$2.5 million. Such selling

security holders acquired debentures evidenced by a Variable Rate Convertible
Debenture (the "Convertible Debentures"). The Convertible Debentures shall be
repaid within two years from the date of issuance, subject to the occurrence of
an event of default, with interest payable at the rate per annum equal to LIBOR
for the applicable interest period, plus 4% payable on a quarterly basis. The
Debentures may be converted at the option of the selling security holders into
shares of our common stock at a conversion price of $6.50 per share. In
addition, the selling security holders received five (5) year warrants to
purchase 192,308 of common stock at an exercise price of $7.15 per share. We
have an optional redemption right (which right shall be mandatory upon the
occurrence of an event of default) to repurchase all of the Convertible
Debentures for 125% of the face amount of the Convertible Debentures plus all
accrued and outstanding interest and expenses, as well as a right to repurchase
all of the Convertible Debentures in the event of the consummation of a new
financing in which we sell securities at a purchase price that is below the
$6.50 conversion price.

We also granted to the selling security holders who acquired the
Convertible Debentures an additional investment right (the "Additional
Investment Right"), for a period of eighteen months from the date of this
prospectus, to purchase units consisting of convertible debentures in the
aggregate amount of up to $15,000,000 (the "Additional Debentures") and common
stock purchase warrants equal to 50% of the face amount of such Additional
Debentures (the "Additional Warrants"). The conversion price of the Additional
Debentures shall be $6.50 per share of common stock with respect to the first
$5,000,000 of Additional Debentures purchased, $7.50 per share of common stock
for the second $5,000,000 of Additional Debentures purchased and 80% of the
average weighted price of our common stock during the 20 trading days
immediately prior to the holders' election to purchase the third $5,000,000 of
Additional Debentures. The Additional Warrants shall have a five-year term and
an exercise price of 110% of the conversion price. In the event of the
occurrence of a default with respect to the Additional Debentures, we shall have
identical redemption rights to those described in the immediately preceding
paragraph. Moreover, the Company shall have the right to cause the selling
security holders who originally acquired the Convertible Debentures, on a pro
rata basis, based on the percentage of their purchase of Convertible Debentures,
to exercise their Additional Investment Right; however, each such selling
security holder may refuse to exercise their respective purchase right, but in
such event, would waive its right to purchase the Additional Debentures.

Finally, commencing 90 days following the date of this prospectus, and
ending on the 179th calendar day, if the average weighted price of our stock for
any 20 consecutive trading day period, during said period, exceeds $7.80 per
share, we can require the selling security holders who acquired the Convertible
Debentures to purchase the first $5,000,000 in Additional Debentures. We also
have a similar right with regard to the second $5,000,000 of Additional
Debentures if our stock during the period commencing 180 days, following the
date of this prospectus through the 269th day, for any 20 consecutive trading
day period, exceeds $9.00 per share, as well as the equivalent right with regard
to the third $5,000,000 tranche of Additional Debentures for the period 270 days
following the date of this prospectus through the 360th calendar day, if our
stock exceeds $10.20.

OTHER OUTSTANDING SECURITIES - OPTIONS

As of August 12, 2005, Able Energy had outstanding non-qualified stock options
to purchase an aggregate of 86,000 shares at an average exercise price of $5.04
per share issued to employees, directors and consultants pursuant to stock
option plans and individual agreements with management and directors of Able
Energy.

ALL AMERICAN CONVERTIBLE DEBENTURES AND OTHER SECURITIES

As described above under "Recent Developments," we are currently
contemplating the acquisition of our affiliate, All American Plazas, Inc. ("All
American"). All American recently consummated a financing that, if the
acquisition of All American is consummated, will impact Able Energy.

Pursuant to the terms of the Securities Purchase Agreement dated June 1,
2005 (the "Agreement") among All American and certain purchasers identified
therein (collectively, the "Purchasers"), the Purchasers loaned All American an
aggregate of $5,000,000, evidenced by two year Secured Debentures (the "All
American Debentures"). Interest on the All American Debentures is payable
quarterly at the rate per annum equal to LIBOR for the applicable interest
period, plus 4%. The loan is secured by real estate property owned by All
American in Pennsylvania and New Hampshire. Pursuant to the Additional
Investment Right (the "AIR Agreement") among All American and the Purchasers,
the Purchasers may loan All American up to an additional $5,000,000 on the same
terms and conditions as the initial $5,000,000 loan, except for the conversion
rights associated with the All American Debentures.

If we consummate the acquisition of All American, we will assume the
obligations of All American under the Agreement, the All American Debentures and
the AIR Agreement, and we will agree that the real estate collateral will
continue to secure the loan, until the earlier of full repayment of the loan
upon expiration of the All American Debentures or conversion by the Purchasers
of the All American Debentures into shares of Able Energy common stock at a
conversion rate of the lesser of (i) the purchase price paid by us for each
share of All American common stock in the acquisition, or (ii) $3.00, (the
"Conversion Price"). However, the Conversion Price with respect to the AIR
Agreement shall be $4.00. In addition, the Purchasers shall have the right to
receive five-year warrants to purchase 2,500,000 shares of Able Energy common
stock at an exercise price of $3.75 per share. We shall also have an optional
redemption right (which right shall be mandatory upon the occurrence of an event
of default) to

repurchase all of the All American Debentures for 125% of the face amount of the
All American Debentures plus all accrued and outstanding interest and expenses,
as well as a right to repurchase all of the All American Debentures in the event
of the consummation of a new financing in which we sell securities at a purchase
price that is below the Conversion Price. It is currently contemplated that if
the Able Energy/All American transaction is consummated, the stockholders of All
American will escrow a sufficient number of shares of Able Energy they receive
in that transaction to satisfy the conversion of the $5,000,000 in outstanding
All American Debentures in full.

In addition, upon consummation of the All American transaction, we will
agree that the Purchasers will have demand registration rights with respect to
all shares of Able Energy common stock issued to them by conversion of the All
American Debentures. The Purchasers also will have an additional investment
right, for a period of nine months after an initial registration statement filed
by us covering the resale of their shares is declared effective by the
Securities and Exchange Commission, to purchase units of Able Energy consisting
of convertible debentures in the aggregate amount of up to $14,000,000 (the
"Additional All American Debentures") and common stock purchase warrants equal
to 50% of the face amount of such Additional All American Debentures (the
"Additional All AmericanWarrants"). The conversion price of the Additional All
American Debentures shall be $6.50 per share of common stock with respect to the
first $7,000,000 of Additional All American Debentures purchased, and 80% of the
average weighted price of our common stock during the 20 trading days
immediately prior to the Purchasers' election to purchase the Additional All
American Debentures, with respect to the remaining $7,000,000. The Additional
All American Warrants shall have a five- year term and an exercise price of 110%
of the conversion price.

There can be no assurance that our acquisition of All American will
occur on the terms described above or favorable to Able Energy, or at all.

CERTAIN ANTI-TAKEOVER DEVICES

The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203"), which restricts certain transactions and
business combinations between a corporation and an "Interested Stockholder"
owning 15% or more of the corporation's outstanding voting stock for a period of
three years from the date the stockholder becomes an Interested Stockholder.
Subject to certain exceptions, unless the transaction is approved by the Board
of Directors and the holders of at least 66-2/3% of the outstanding voting stock
of the corporation (excluding shares held by the Interested Stockholder),
Section 203 prohibits significant business transactions such as a merger with,
disposition of assets to, or receipt of disproportionate financial benefits by
the Interested Stockholder, or any other transaction that would increase the
Interested Stockholder's proportionate ownership of any class or series of the
corporation's stock. The statutory ban does not apply if, upon consummation of
the transaction in which any person becomes an Interested Stockholder, the
Interested Stockholder owns at least 85% of the outstanding voting stock of the
corporation (excluding shares held by persons who are both directors and
officers or by certain stock plans).

TRANSFER AGENT AND REGISTRAR

Continental Transfer & Trust Company is the transfer agent and registrar
for the Company's common stock. Its address is 2 Broadway, New York, New York
10004 and its telephone number is (212) 509-4000.

SELLING SECURITY HOLDERS

The selling security holders may, from time to time, offer and sell
shares of our common stock pursuant to this prospectus. In addition to the
selling security holders identified in the table below, any of their proper
transferees, donees, pledgees or other successors or any persons who acquire any
of the offered shares in a transaction exempt from the registration requirements
of the Securities Act of 1933 and who are identified in a supplement to this
prospectus may also sell shares under this prospectus. The numbers of shares
listed below as being offered prior to adjustments include shares of common
stock issuable upon the conversion of the principal amount of debentures and in
lieu of interest payments and shares issuable upon exercise of warrants, all of
which were acquired by the selling security holders listed in the table below in
a private placement transaction on July 12, 2005.

Because the terms of the debentures and warrants issued in the July 2005
private placement transaction allow for adjustments in the numbers of shares
issuable upon their conversion or exercise, we do not know the actual number of
shares that will be acquired and offered by the selling security holders. The
number of shares covered by this prospectus includes a good faith estimate of
the number of shares that will be acquired by the selling security holders upon
conversion of the debentures and exercise of the warrants, assuming all
adjustments. This estimate is based on the requirement in the transaction
documents from the private placement that this prospectus initially cover 130%
of the number of shares currently issuable upon conversion of the debentures and
exercise of the warrants. The number of shares covered by this prospectus may,
however, differ from the actual number of shares ultimately acquired and offered
by the selling security holders, in which case we may file an amendment or
supplement to this prospectus. Under the terms of the private placement
transaction documents, the selling security holders are prohibited from
acquiring shares upon conversion of debentures that would cause them to
beneficially own more then 4.99% of our outstanding shares of common stock.

------------------------------- ---------------- ------------------- --------------------- --------------------
Selling Security Holder Shares Shares Offered Shares Offered Shares
Beneficially Prior to After Adjustments Beneficially Held
Held Before Adjustments After Offering
Offering
------------------------------- ---------------- ------------------- --------------------- --------------------
Cranshire Capital, L.P -- 91,150(1) 118,496(1) --
------------------------------- ---------------- ------------------- --------------------- --------------------
Crestview Capital Master, LLC -- 121,534(2) 157,994(2) --
------------------------------- ---------------- ------------------- --------------------- --------------------
Iroquois Master Fund Ltd. -- 182,300(3) 236,990(3) --
------------------------------- ---------------- ------------------- --------------------- --------------------
Lilac Ventures Master Fund -- 151,917(4) 197,493(4) --
------------------------------- ---------------- ------------------- --------------------- --------------------
Smithfield Fiduciary LLC -- 60,767(5) 78,997(5) --
------------------------------- ---------------- ------------------- --------------------- --------------------

------------------------------- ---------------- ------------------- --------------------- --------------------

(1) Cranshire Capital, L.P. currently holds a debenture of $375,000
principal amount. Includes 57,693 shares issuable upon the conversion of
debentures, 4,611 shares issuable in lieu of cash payments of interest
on the debentures and 28,846 shares issuable upon the exercise of
warrants. Based on our contractual obligation initially to register 130%
of such securities, the selling security holder is deemed to be offering
75,001 shares issuable upon the conversion of debentures, 5,995 shares
issuable in lieu of cash payments of interest on the debentures and
37,500 shares issuable upon the exercise of warrants.

(2) Crestview Capital Master, LLC currently holds a debenture of $500,000
principal amount. Includes 76,924 shares issuable upon the conversion of
debentures, 6,148 shares issuable in lieu of cash payments of interest
on the debentures and 38,462 shares issuable upon the exercise of
warrants. Based on our contractual obligation initially to register 130%
of such securities, the selling security holder is deemed to be offering
100,001 shares issuable upon the conversion of debentures, 7,993 shares
issuable in lieu of cash payments of interest on the debentures and
50,000 shares issuable upon the exercise of warrants.

(3) Iroquois Master Fund Ltd. currently holds a debenture of $750,000
principal amount. Includes 115,385 shares issuable upon the conversion
of debentures, 9,223 shares issuable in lieu of cash payments of
interest on the debentures and 57,692 shares issuable upon the exercise
of warrants. Based on our contractual obligation initially to register
130% of such securities, the selling security holder is deemed to be
offering 150,001 shares issuable upon the conversion of debentures,
11,989 shares issuable in lieu of cash payments of interest on the
debentures and 75,000 shares issuable upon the exercise of warrants.

(4) Lilac Ventures Master Fund currently holds a debenture of $625,000
principal amount. Includes 96,154 shares issuable upon the conversion of
debentures, 7,686 shares issuable in lieu of cash payments of interest
on the debentures and 48,077 shares issuable upon the exercise of
warrants. Based on our contractual obligation initially to register 130%
of such securities, the selling security holder is deemed to be offering
125,001 shares issuable upon the conversion of debentures, 9,991 shares
issuable in lieu of cash payments of interest on the debentures and
62,501 shares issuable upon the exercise of warrants.

(5) Smithfield Fiduciary LLC currently holds a debenture of $250,000
principal amount. Includes 38,462 shares issuable upon the conversion of
debentures, 3,074 shares issuable in lieu of cash payments of interest
on the debentures and 19,231 shares issuable upon the exercise of
warrants. Based on our contractual obligation initially to register 130%
of such securities, the selling security holder is deemed to be offering
50,000 shares issuable upon the conversion of debentures, 3,997 shares
issuable in lieu of cash payments of interest on the debentures and
25,001 shares issuable upon the exercise of warrants.

PLAN OF DISTRIBUTION

Each selling stockholder of the common stock of Able Energy and any of
their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of common stock on the Nasdaq SmallCap Market or
any other stock exchange, market or trading facility on which the shares are
traded or in private transactions. These sales may be at fixed or negotiated
prices. A selling stockholder may use any one or more of the following methods
when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately negotiated transactions;

o settlement of short sales entered into after the effective date
of the registration statement of which this prospectus is a
part;

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

o a combination of any such methods of sale;

o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
or

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the common stock or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or

agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Each selling stockholder has informed the company that it does not have any
written or oral agreement or understanding, directly or indirectly, with any
person to distribute the common stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed
eight percent (8%).

The company is required to pay certain fees and expenses incurred by the
company incident to the registration of the shares. The company has agreed to
indemnify the selling stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

Because selling stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each selling stockholder has advised us that they have not entered into any
written or oral agreements, understandings or arrangements with any underwriter
or broker-dealer regarding the sale of the resale shares. There is no
underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the selling stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the
date on which the shares may be resold by the selling stockholders without
registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the
applicable restricted period, as defined in Regulation M prior to the
commencement of the distribution. In addition, the selling stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the selling stockholders or
any other person. We will make copies of this prospectus available to the
selling stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale.

COMMISSION'S POLICY ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

LEGAL MATTERS

Legal matters in connection with the securities being offered hereby
will be passed upon for us by Ferber Frost Chan & Essner, LLP, 530 Fifth Avenue,
New York, NY 10036.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Able Energy, Inc. for the fiscal year ended
June 30, 2004, have been so incorporated in reliance on the report of
Simontacchi & Company LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following statement sets forth the estimated expenses in connection with the
offering described in the Registration Statement (all of which will be borne by
Able Energy).

Securities and Exchange Commission Fee $625
Accountants' Fees and Expenses* 7,500
Legal Fees and Expenses* 30,000
Miscellaneous* 5,000
-------
TOTAL* $43,125

*estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The registrant's Certificate of Incorporation eliminates, to the fullest
extent permitted by law, the liability of its directors to the registrant and
its stockholders for monetary damages for breach of the directors' fiduciary
duty. This provision is intended to afford the registrant's directors the
benefit of the Delaware General Corporation Law, which provides that directors
of Delaware corporations may be relieved of monetary liability for breach of
their fiduciary duty of care, except under certain circumstances involving
breach of a director's duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law or any
transaction from which the director derived an improper personal benefit.

The By-laws of the registrant provide that the registrant shall
indemnify to the fullest extent permitted by Delaware law directors and officers
(and former officers and directors) of the registrant. Such indemnification
includes all costs and expenses and charges reasonably incurred in connection
with the defense of any civil, criminal or administrative action or proceeding
to which such person is made a party by reason of being or having been an
officer or director of the registrant if such person was substantially
successful on the merits in his or her defense of the action and he or she acted
honestly and in good faith with a view to the best interests of the registrant,
and if a criminal or administrative action that is enforced by a monetary
penalty, such person had reasonable grounds to believe his or her conduct was
lawful.

ITEM 16. EXHIBITS

5(a) Opinion re: legality.*

10(a) Securities Purchase Agreement dated as of July 12, 2005, between Able
Energy, Inc., and the purchasers identified on the signature pages
thereto (incorporated by reference to exhibit 99.1 to the Able Energy,
Inc., Current Report on Form 8-K filed July 15, 2005).

10(b) Registration Rights Agreement dated as of July 12, 2005, between Able
Energy, Inc., and the purchasers signatory thereto (incorporated by
reference to exhibit 99.3 to the Able Energy, Inc., Current Report on
Form 8-K filed July 15, 2005).

10(c) Form of Variable Rate Convertible Debenture dated July 12, 2005
(incorporated by reference to exhibit 99.2 to the Able Energy, Inc.,
Current Report on Form 8-K filed July 15, 2005).

10(d) Form of Common Stock Purchase Warrant (incorporated by reference to
exhibit 99.4 to the Able Energy, Inc., Current Report on Form 8-K filed
July 15, 2005).

23(a) Consent of Ferber Frost Chan & Essner, LLP (included in the Opinion
filed as Exhibit 5(a)).*

23(b) Consent of Simontacchi & Company LLP.*

* To be filed by amendment.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes;

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that Paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for the purpose of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockaway and State of New Jersey on the 15th day of
August, 2005.

ABLE ENERGY, INC.

By: /s/ Christopher P. Westad
--------------------------
Name: Christopher P. Westad
Title: President, Interim Chief
Executive Officer and Chief
Financial Officer (principal
executive, financial and
accounting officer)

Each person whose signature appears below hereby authorizes Christopher
P. Westad and Gregory D. Frost and each with full power of substitution, to
execute in the name and on behalf of such person any amendment or any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Registrant deems appropriate, and
appoints each of Christopher P. Westad and Gregory D. Frost each with full power
of substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed below by the following
persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ Christopher P. Westad
---------------------------
Christopher P. Westad Director August 15, 2005

/s/ Stephen Chalk
---------------------------
Stephen Chalk Director August 15, 2005

/s/ Patrick O'Neill
---------------------------
Patrick O'Neill Director August 15, 2005

---------------------------
Edward C. Miller, Jr. Director

---------------------------
Alan E. Richards Director

/s/ Gregory D. Frost
---------------------------
Gregory D. Frost Director August 15, 2005

---------------------------
Solange Charas Director