SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------
                                    FORM 10-K

    (Mark One)

        [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Fiscal Year ended      June 30, 2003
                          -----------------------

                                       OR

        [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                     to
                               -------------------    -------------------

                        Commission file number: 333-59109

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

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

        198 Greenpond Road
             Rockaway, NJ                                         07866
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(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code: (973) 625-1012

Securities registered pursuant to Section 12(b) of the Act: None

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

                     Common Stock, Par value $.001 Per Share
                     ---------------------------------------
                                (Title of class)

         Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X]  No[ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
<PAGE>

         The Issuer's Revenues for the Most Recent Fiscal Year, June 30, 2003,
were $46,297,662.

         The aggregate market of the voting stock held by non-affiliates of the
registrant was approximately $6,522,930.00 as of the close of business on
September 22, 2003.

         The number of shares of Common Stock, $.001 par value, issued and
outstanding as of September 22, 2003 was 2,013,250.
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY

Able Energy was incorporated on March 13, 1997 in the state of Delaware, to act
as a holding company for five operating subsidiaries: Able Oil; Able Propane;
Able Melbourne; Able Montgomery and A&O.

In August 1999, the company formed a wholly-owned subsidiary, Able Energy
Terminal, LLC for the sole purpose of purchasing property located at 344 Route
46 in Rockaway, New Jersey for the Company's operations.

In August 1999, the company formed a wholly-owned subsidiary, Able Energy New
York, Inc. for the sole purpose of purchasing B&B Fuels, an acquisition in
Warrensburg, New York. This acquisition sold heating oil, diesel fuel, and
kerosene and the Company added propane gas as an additional product shortly
after the acquisition.

On December 29, 1998, the Company sold all of its outstanding shares of Able
Montgomery, its Pennsylvania retail heating oil distributor, to an unaffiliated
third party in exchange for monetary consideration and a ten-year franchise
agreement with the buyer.

On December 31, 1998, the Company sold all of its outstanding shares of common
stock of A&O, its environmental consulting and engineering subsidiary, to Owl
Environmental, Inc., one of A&O's subcontractors, for nominal consideration. The
Company decided to sell A&O in light of A&O's continuing operating losses.

In October 2000, the Company began operations of a majority-owned subsidiary,
PriceEnergy.com, Inc. PriceEnergy was developed in order to bring about
efficient transactions in the liquid fuels market by streamlining the ordering
and delivery process utilizing Internet technology.

OVERVIEW

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 2002, sales of home heating oil accounted for approximately 57%
of the Company's revenues. The remaining 43% 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 three locations, of which two are located in New Jersey and one
is located in 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.

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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
or credit card.

In addition, approximately 10% 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 28 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 16 Company owned service vans and one owner-operated service vans,
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.

ABLE OIL

Able Oil was established in 1989 and is the Company's largest subsidiary,
accounting for approximately 83% of the Company's total revenues in fiscal 2003.
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
and Newton, New Jersey. Of these accounts, approximately 85% are residential
customers and 15% are commercial customers.

Generally, 28 of the Company's fuel oil trucks are reserved for use by Able Oil,
of which 28 trucks operate from the Rockaway facility and five vans operate from
the Newton, New Jersey, facility. In addition, Able Oil utilizes the services of
five 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 five owner-operator trucks,
acquire fuel inventory at the Company's facilities in Rockaway and Newton.
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 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 16 service vans, one of which is subcontracted
from an owner-operator.

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<PAGE>

ABLE MELBOURNE

Able Melbourne was established in July 1996, and is located in Cape Canaveral
Florida. Presently, revenues from Able Melbourne account for approximately 3% 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 300 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
Propane. Able Propane, based in Rockaway, New Jersey, was established 1996 as
part of the Company's efforts to increase market penetration through
diversification. Able Propane serves approximately 3,500 accounts, the majority
of which are located in northern New Jersey.

Propane can be used for virtually all household and business utility
applications. Of Able Propane's customers, approximately 50% use propane for hot
water heating and cooking; approximately 10% use propane for pool heating; and
approximately 40% use propane for home heating. Although burned as a gas,
propane is transported as a liquid and stored in tanks that vaporize the liquid
for use. Able Propane provides its customers with such tanks at no charge, and
by doing so, remains such customer's exclusive supplier of propane. Able Propane
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.

With a continued marketing effort, the Company believes that Able Propane has
the opportunity to gain a larger share of the New Jersey energy market by
converting electricity users to propane, and by encouraging owners of
newly-constructed homes and buildings to select propane as their energy source.
The Company also believes that the use of propane as an alternate fuel for cars,
trucks and public transportation to meet clean air requirements, poses a great
opportunity for future growth.

Able Propane's base of operations is located in Rockaway, New Jersey, at the
Company's headquarters. Currently, Able Propane has no propane storage
facilities, and its only investment in propane inventory is what can be stored
on its four propane delivery trucks. The delivery trucks have the capacity to
deliver 3,000 gallons of propane, and can service approximately 35 customers per
day. Able Propane purchases wholesale propane on the spot market at local
facilities. The Company is considering plans to lease or build a facility that
would enable Able Propane to store approximately 30,000 gallons of propane.

PRICEENERGY

PriceEnergy started business in October 2000 and is a majority-owned subsidiary
of Able Energy, Inc. PriceEnergy was developed in order to bring about efficient
transactions in the liquid fuels market by streamlining the ordering and
delivery process utilizing Internet technology. PriceEnergy has developed a
business technology platform that enables the company to sell and deliver liquid
fuels and related energy products. This has been possible by utilizing a branded
distribution channel of dealers and Able Energy's own delivery network. By
leveraging its proprietary web technology and wireless dispatch platform,
PriceEnergy intends to achieve cost leadership and create a competitive
advantage in the industry.

PriceEnergy is currently completing its dealer network throughout New York,
Pennsylvania, Massachusetts, Connecticut, and New Jersey. Products and services
will be ordered over the Internet and forwarded to the local dealer to schedule
delivery. PriceEnergy receives payment and retains a four cent per gallon
override on all oil ordered through the system.

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Once the proper dealer network is in place, the company expects that about 20
million gallons will be ordered in the following fiscal year. This will result
in a minimum gross revenue stream of $800,000, which is approximately the
break-even point of the enterprise.

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 home buyers 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 home buyers 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 2002-2003 was approximately 14% colder than
normal, resulting in record revenues for Able Energy.

Approximately 60% 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.

Able Propane can experience up to 80% decrease in heating related propane sales
during the months of April to September, which is offset somewhat by an increase
of pool heating and cooking fuel.

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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 nine 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, 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. As of June 1998, the Company began storing supplies of fuel equal
to a month's sales of fuel because of unusually low fuel prices.

Three of these suppliers provided Able Oil with approximately 60% of its heating
oil requirements for the year ended June 30, 2002.

Coastal Refining & Marketing, Inc., provided Able Melbourne with approximately
99% of its diesel fuel product requirements for the year ended December 31,
1998. 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, 2002. Two major suppliers, Keystone Propane and Propane
Power, provided Able Propane with approximately 50% each, of its propane
requirements for the year ended December 31, 1998.

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.

FRANCHISE DEVELOPMENT

On December 29, 1999, the Company sold its Able Montgomery subsidiary as a
franchise operation. Able Montgomery located in Horsham, Pennsylvania, was
established in 1996 and is engaged in the retail sale and delivery of home
heating oil. Pursuant to a Stock Purchase Agreement, the Company sold all of the
outstanding shares of Able Montgomery held by the Company to an unaffiliated
third party for a purchase price of $140,000, and the purchaser agreed to enter
into a ten-year franchise agreement with the Company. As an incentive for the
purchaser to enter into the Stock Purchase Agreement and operate Able Montgomery
as a franchise, the Company agreed to waive the $25,000 franchise fee and the
$15,000 grand opening fee the Company typically charges new franchisees. At the
time of the sale, Able Montgomery represented approximately 1.52% of the total
assets of the Company and approximately 1.82% of the total revenues of the
Company.

The purchaser of Able Montgomery issued to the Company a promissory note for the
purchase price of Able Montgomery. On June 15, 2000, the promissory note was
restructured to include the amount still due, plus an additional amount for
purchases of oil and advertising, for a total principal amount of $175,000.
Pursuant to the Stock Purchase Agreement, the Company agreed to indemnify the
purchaser in certain circumstances, which include, any personal injury

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<PAGE>

or property damage claims, or any environmental violation, caused by the Company
prior to the closing of the sale of Able Montgomery. The purchaser agreed to
indemnify the Company in certain circumstances, which include, the breach of any
representation or warranty made by purchaser in the Stock Purchase Agreement or
any of the other agreements executed by the purchaser in connection with the
sale of Able Montgomery. Additionally, pursuant to the Stock Purchase Agreement,
the purchaser agreed to enter into a Pledge and Security Agreement whereby the
purchaser agreed to pledge to the Company all of the assets and outstanding
shares of Able Montgomery, and grant to the Company a security interest in all
of the assets of Able Montgomery, pending the satisfaction of the promissory
note. The promissory note is payable 60 months from the date of the note and
accrues interest at a rate of 9.5% per annum, payable to the Company in monthly
installments.

On June 27, 2000, the Company issued a franchise to an independent third party
for exclusive rights to operate our franchised business in the Pocono Mountains,
Pennsylvania. This franchise commenced business operations in September 2000. In
conjunction with issuance of the franchise, the franchisee paid the company a
non-refundable fee of $25,000, an advertising deposit of $15,000 and a $5,000
escrow deposit. The Company will provide training, advertising and use of Able
credit for the purchase of product, among other things, as specified in the
agreement. The franchisee has an option to sell the business back to the Company
after two (2) years of operations pursuant to the agreement.

1998 SALE OF A&O SUBSIDIARY

A&O was established in 1995 and was engaged in the business of environmental
consulting and engineering. After assessing the potential profitability of A&O
versus its potential liabilities, Management determined that it was in the
Company's best interest to sell A&O. During the year ended December 31, 1999,
A&O experienced a loss from operations of approximately $152,000 on revenues of
$734,032. At December 31, 1999, A&O's liabilities were approximately $374,712 as
compared to assets of $221,000. From its inception through year ended December
31, 1998, the Company, through Able Oil, advanced to A&O approximately $128,442.
Pursuant to a Stock Purchase Agreement dated December 31, 1998, the Company sold
all of the outstanding shares of common stock of A&O held by the Company to Owl
Environmental, Inc. ("Owl"), one of A&O's subcontractors, for nominal
consideration. Owl purchased such shares "as is" without recourse or express or
implied warranty from the Company.

PRODUCT LINES

In fiscal year 2003, sales of home heating oil accounted for approximately 57%
of the Company's revenues. The remaining 43% 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

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 propane industry is based primarily on 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

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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.

                                        7
<PAGE>

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, 2003, the Company employed approximately 82 individuals. From
October through March, the Company's peak season, the Company employs
approximately 100 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.

ITEM 2.  DESCRIPTION OF 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 July 31, 2005
and carries an annual rent increasing from $109,000 to $290,000 over the term of
the lease. 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 serves as
a supply depot, storage area administrative offices and service facility.

Able Melbourne leases a 4,000 square foot concrete and aluminum facility that
serves as a storage facility, a service facility and administrative offices,
located at 757 Scallop Drive, Port Canaveral, Florida and is governed by an
oral, month-to-month lease with annual rent of $6,000. 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

                                        8
<PAGE>

wholesale supplier. The Company is responsible for maintaining the facilities in
compliance with all environmental rules and laws.

ITEM 3.  LEGAL PROCEEDINGS

In accordance with the purchase of the property on Route 46, Rockaway, New
Jersey by Able Energy Terminal, LLC, the Company intends to pursue recovery of
all costs and damages related to a lawsuit by the seller against a former tenant
of the property, based on environmental cleanup costs on the property. Purchaser
will assume all responsibility and direction for the lawsuit, subject to the
sharing of half of any recoveries from the lawsuit with the seller. The seller
by reduction of its mortgage will pay costs related to the above up to $250,000.
In December of 2000, the Company reached an agreement with the former tenants
whereby the former tenants agreed to pay Able Energy, Inc. the sum of $397,000
in order to pay for the environmental cleanup costs on the Company's Route 46
property.

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. Per legal counsel, it
is too early in the process to assess the outcome, in their opinion, the matter
will not be certified as a Class Action.

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 are approximately 200 claims being handled and
adjusted with reserves for losses established as deemed appropriate by the
insurance carrier.

The Company is not currently involved in any legal proceeding 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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following matters were submitted to a vote and ratified at our annual
meeting held in Rockaway, New Jersey on May 30, 2003.

(1) Elected a board of seven directors to hold office until the 2004 Annual
Meeting of Shareholders and until their successors are elected and qualified;

                                    FOR        AGAINST        ABSTAIN

Timothy Harrington              1,018,996         0              0
Christopher P. Westad           1,018,996         0              0
James Pucaro                    1,018,996         0              0
Gregory Sichenzia               1,018,996         0              0
Patrick O'Neill                 1,018,996         0              0
Edward C. Miller, Jr.           1,018,996         0              0

(2) Ratified the selection of Simontacchi & Company, LLP as our auditors for the
fiscal year ending June 30, 2004.

                                    FOR        AGAINST        ABSTAIN

                                 1,018,996         0              0


                                        9
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR SECURITIES

The Company's Common Stock commenced trading on the Nasdaq SmallCap Market under
the symbol "ABLE" on June 29, 1999. The following table sets forth the high and
low sale price of the Common Stock on a quarterly basis, as reported by Nasdaq:

         QUARTER ENDED               HIGH PRICE ($)    LOW PRICE ($)
         -----------------------------------------------------------

         June 30, 2000               6                 4 1/4
         September 30, 2000          5 1/4             3
         December 31, 2000           4                 1 5/8
         March 31, 2001              3 9/16            2
         June 30, 2001               6.75              2.35
         September 30, 2001          5.89              3.70
         December 31, 2001           4.58              3.55
         March 31, 2002              4.72              3.34
         June 30, 2002               4.55              3.30
         September 2002              4.50              3.40
         December 2002               4.82              2.81
         March 2003                  4.80              2.80
         June 2003                   4.15              2.41


At September 23, 2002, there were approximately 600 holders of record of the
Company's Common Stock. The Company has not paid dividends on its shares of
Common Stock outstanding in the past. There are no restrictions that limit the
ability of the Company to pay dividends or are likely to do so in the future.

RECENT SALE OF UNREGISTERED SECURITIES

                                      None.


                                       10
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


                             SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Consolidated Financial Statements, including the related notes, and "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations".

                                             FOR THE YEAR ENDED JUNE 30,

                                        2003           2002            2001
                                        ----           ----            ----
Results of Operation Data
-------------------------

Sales                               $ 46,297,662   $ 26,723,482    $ 33,953,373
Gross Profit                           7,541,962      5,071,010       5,169,010
Operating Income (Loss)                  927,627     (1,426,268)     (1,799,235)
Net Income (Loss)                        202,152     (1,522,255)     (1,614,909)
Net Income (Loss) Per Share                  .10           (.76)           (.81)
Depreciation and Amortization          1,220,048      1,156,601       1,009,201
Interest Expense                         465,531        298,331         236,599
Weighted Average Number of Shares
   Outstanding                         2,012,708      2,001,332       2,000,000


Balance Sheet Data
------------------

Cash                                $    400,033   $    258,560    $  1,489,018
Current Assets                         5,504,366      3,086,136       4,040,586
Current Liabilities                    8,678,829      5,559,680       5,169,197
Total Assets                          12,612,582     10,477,891      11,756,530
Long-Term Liabilities                    446,461      1,657,071       1,828,401
Total Stockholders' Equity             3,487,292      3,261,140       4,758,932


                                       11
<PAGE>

                       Able Energy, Inc. and Subsidiaries

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Statements in this Annual Report on Form 10-K concerning the Company's
         outlook or future economic performance, anticipated profitability,
         gross billings, expenses or other financial items, and statements
         concerning assumptions made or exceptions to any future events,
         conditions, performance or other matters are "forward looking
         statements," as that term is defined under the Federal Securities Laws.
         Forward-looking statements are subject to risks, uncertainties, and
         other factors that would cause actual results to differ materially from
         those stated in such statements. Such risks, and uncertainties and
         factors include, but are not limited to: (i) changes in external
         competitive market factors or trends in the Company's results of
         operation; (ii) unanticipated working capital or other cash
         requirements and (iii) changes in the Company's business strategy or an
         inability to execute its competitive factors that may prevent the
         Company from competing successfully in the marketplace.

         Revenue Recognition

         Sales of fuel and heating equipment are recognized at the time of
         delivery to the customer, and sales of equipment are recognized at the
         time of installation. Revenue from repairs and maintenance service is
         recognized upon completion of the service. Payments received from
         customers for heating equipment service contracts are deferred and
         amortized into income over the term of the respective service
         contracts, on a straight-line basis, which generally do not exceed one
         year.

         Results of Operations

         Year ended June 30, 2003; Compared to the Year ended June 30, 2002.

         The Company reported revenues of $46,297,662 for the year ended June
         30, 2003, an increase of 73.25% over the prior year's revenues for the
         same period. The sales increased by $19,574,180. This increase can be
         attributed primarily to the Company's continued aggressive sales
         activities, which resulted in a larger customer base as well as an
         increase in the sales of commercial diesel fuels and gasoline. The
         Company's primary delivery territory also experienced much colder
         weather and higher margins via a more favorable pricing structure. A
         higher commodity cost during this past season due to economic unrest,
         and the fear that war could disrupt the world's oil supply also
         impacted revenues. The Company experienced a sales increase in its two
         main commodities during the year ended June 30, 2003. Sales of #2
         heating oil, the Company's main product line, grew in revenue dollars
         by 79.09%. Propane gas sales, in dollars, grew by 53.61% for the year
         over the prior year. In addition, the Company increased its sales of
         new equipment and HVAC services for the year by 35.92%. In addition,
         sales of gasoline and on-road diesel also experienced strong revenue
         growth. Sustained growth in these non-heating related products and
         services in the off-season, will also help even out the seasonality of
         the Company's business when heating related sales are generally down.
         Management has also been dedicated to a realistic gross margin
         percentage on these off-season products to allow for greatest
         profitability.

         Gross profit margin, as a percentage of revenues, for the year ended
         June 30, 2003, decreased by 2.69%, but gross profit in dollars
         increased $2,470,952 above the prior year's results. Gross profit
         margin as a percentage of revenues was lower due to the increased cost
         of the main commodities during this past heating season. Typically,
         margin dollars per gallon remain relatively constant in a given
         marketing area regardless of the changes in commodity pricing. The
         overall increase in gross profit reflects the Company's margin
         management policy along with the increase in gross sales revenue. This
         margin program is designed to promote product pricing that is in line
         with the specific type and extent of service that is provided.

                                       12
<PAGE>

         Selling, general, and administrative expenses, as a percent of sales,
         decreased by 8.33% from 19.98% in the year ending June 30, 2002 to
         11.65% during the same period in 2003. The Company attributes this
         decrease to its continued dedication to controlling expense line items
         as a percentage of sales, including advertising, and outside consulting
         fees. Management will continue to monitor the fiscal budget against
         actual results on a continuing basis in an effort to further reduce
         SG&A as a percentage of sales.

         Operating income for the year ended June 30, 2003 was $927,627, as
         compared to the Company's operating loss of ($1,426,268) for the year
         ended June 30, 2002. This operating profit for the year was directly
         related to the increase in sales and lower percentage of operating
         costs in comparison to sales.

         Net income for the year ended June 30, 2003 was $202,152 as compared to
         the same period for the previous year loss of ($1,522,255), a year over
         year increase of $1,724,407. The overall performance in net income was
         primarily affected by the dramatic increase in sales during the year.
         Primarily, the Able Oil subsidiary experienced the greatest increase in
         year-to-year net profit of $1,378,655 this year compared to prior year.
         This net income while being a significant improvement over the prior
         year was severely effected by the explosion and fire on March 14, 2003,
         and regulatory penalties of $435,500, discussed on a subsequent page.

               Results of Operations

               Year ended June 30, 2003, compared to year ended June 30, 2002:

                                 June 30, 2003   June 30, 2002   % Inc / (Dec)
                                 -------------   -------------   -------------

          Sales                    $46,297,662     $26,723,482       73.24%

          Gross Profit Margin        7,541,962       5,071,010       48.73%

          Selling General &          5,394,287       5,340,677        1.00%
          Administrative Expense


          Income/(Loss) From           927,627      (1,426,268)     100.00%+
          Operations
                                       202,152      (1,522,255)     100.00%+
          Net Income


         To reiterate, the sales increases can be attributed to the Company's
         vigorously energetic sales activities, which resulted in continued
         customer growth especially automatic delivery heating oil customers. In
         addition, the year as a whole was 34% colder than the prior year
         creating higher demand in heating related gallons sales. While the
         2002/2003 season was colder than the prior year, it was also 10% colder
         than normal in the Company's primary delivery area of Northwestern New
         Jersey. This colder weather also contributed to a 36% increase in HVAC
         service work and new heating system installations. While the Company
         increased the total Gross Profit Margin by 49%, the overall percent to
         sales as compared to prior year was down by 2.7% due to increased
         commodity costs coupled with a margin goal per gallon that was
         achieved. Unseasonably cold weather this year, continued strong sales
         and marketing efforts, continued emphasis on margin management, along
         with stable operating costs all contributed to the Company's operating
         profit and net income. The Company reported revenues for the year of
         $46,297,662, an increase of 73.24% over the revenues of a year ago.
         These increased revenues were the result of sales efforts, colder
         weather, and a higher commodity cost this past season.

                                       13
<PAGE>

         Operational Efficiencies

         The Company believes that it will continue to increase the utilization
         of existing personnel and equipment, thus continuing to reduce expenses
         as a percent of sales, and increasing profitability, within its current
         business configuration. The redefining of the Company's organizational
         chart and associated position descriptions (by assigning duties to best
         suit the organizations growth) will further enhance this increased
         utilization. Moreover, the Company is in the process of implementing a
         new operating system to further streamline operations and information
         processing.

         The Company's margin management strategy will be additionally
         strengthened as it plans 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 discreet customer segments that prefer
         varying levels of service from the Company. 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

         The Company is in the process of implementing a service billing
         methodology known as "Flat Rate Pricing", an approach similar to that
         used in the automobile repair industry. This system will provide sales
         and service personnel the capability of offering the customer an easy
         to understand, "package approach" to repairs and equipment
         installations with one or two line billings per 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 is being rolled out in
         the 2nd fiscal quarter of the current year and is anticipated that this
         system will be fully implemented by the end of the current fiscal year.

         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 the improvements to its existing
         telephony 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. New software now provides the
         customer with the option of placing an order via a voice activated
         technology. This allows 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 is now aware of the status of every on-duty
         worker and obtains real time reporting for stand-by, en route, and
         service work time. This enables the Company to maximize scheduling
         opportunities and eliminating service technician down time.

                                       14
<PAGE>

         Operating Subsidiary

         The company's operating subsidiary, PriceEnergy with it modern
         order-processing platform is now in its second full year of operation.
         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 has generated
         over 2 million gallons in new business this year, which were delivered
         by PriceEnergy's dealer network. 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, diesel fuel,
         and propane gas.

         Explosion and Fire

         On March 14, 2003, Able Energy experienced an explosion and fire at its
         Newton, New Jersey facility which resulted in the destruction of an
         office building on the site, as well as damage to 18 company vehicles
         and neighboring properties. Fortunately, due to the immediate response
         by employees at the site, a quick evacuation of all personnel occurred
         prior to the explosion, preventing any serious injuries.

         The preliminary results of the company's investigation indicate that
         the explosion was an accident that occurred as a result of a
         combination of human error, mechanical malfunction, as well as the
         failure to follow prescribed state standards for propane delivery truck
         loading. On April 3, 2003, Able Energy received a Notice of Violation
         from the New Jersey Department of Community Affairs. The dollar amount
         of the assessed penalty totaled $414,000. Able Energy has contested the
         Notice of Violation as well as the assessed penalties with the State of
         New Jersey and is waiting for a hearing date.

         The company has taken the lessons learned from this event very
         seriously. Able Energy has worked closely, and cooperated fully with
         all local and state officials in the clean up phase, tank testing
         process, and subsequent investigations. Strict and clear employee
         communications have taken place to reinforce compliance with all
         governmental regulations as well as all company policies. The company
         has retained the assistance of Boyer Safety Services, experts in the
         propane industry; to hold safety-training sessions for all propane
         related employees. This training will be ongoing and will upgrade
         employee training to the most modern and up-to-date levels as well as
         reinforce Able Energy's commitment to operate all aspects of the
         company in a professional, responsible, and safe manner.

         The Company is currently not processing deliveries from the Newton, New
         Jersey facility as it awaits the outcome of an appeal before the Newton
         Board of Adjustment as to future operations from that site. Company
         operations have continued throughout the aftermath of the incident and
         management believes that it has fully recovered to normal delivery
         operations using its main distribution facility in Rockaway, New
         Jersey.

         Liquidity And Capital Resources

         For the year ended June 30, 2003, compared to the year ended June 30,
         2002, the Company's cash position increased by $141,473 from $258,560
         to $400,033. For the year ended June 30, 2002, cash was generated
         through collections of customer advance payments, and an increased loan
         from the bank. In the year ending June 30, 2003, the Company entered
         into agreements and received loans of $750,000 from a private company
         and a loan in excess of $300,000 from the C.E.O. The Company has closed
         a new credit facility on September 22, 2003 with UPS Business Capital
         Credit and obtained a term loan of $4.3 million to consolidate a large
         portion of its existing debt and has also obtained a working capital
         line of credit of $700,000. This new debt restructuring will save in
         excess of $200,000 per year in interest payments and eliminate previous
         administrative efforts in the managing of over two-dozen individual
         leases and loans. The new facility will enable the Company to continue
         to grow while strengthening its infrastructure.

                                       15
<PAGE>

         Seasonality

         The Company's operations are subject to seasonal fluctuations, with a
         majority of the Company's business occurring in the late fall and
         winter months. Approximately 70% of the Company's revenues are earned
         and received from October through March, most of such revenues are
         derived from the sale of home heating products including propane gas
         and home heating oil. However the seasonality of the Company's business
         is offset, in part, by an increase in revenues from the sale of HVAC
         products and services, diesel and gasoline fuels during the spring and
         summer months, due to the increased use of automobiles and construction
         apparatus

         From May through September, Able Oil can experience considerable
         reduction of retail heating oil sales. Similarly, Able Propane can
         experience up to an 80% decrease in heating related propane sales
         during the months of April to September, this is offset somewhat by
         increased sales of propane gas used for pool heating, heating of
         domestic hot water in homes and fuel for outdoor cooking equipment.

         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's 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.

ITEM 8.  FINANCIAL STATEMENTS

All financial information required by this Item is attached hereto beginning on
Page F-1.

                                       16
<PAGE>
                                ABLE ENERGY, INC.

                             JUNE 30, 2003 AND 2002
                             ----------------------



                                 C O N T E N T S
                                 ---------------

                                                                            PAGE
                                                                            ----

CONSOLIDATED FINANCIAL STATEMENTS:

         ACCOUNTANTS' REPORT ................................................F-2

         CONSOLIDATED BALANCE SHEET ...................................F-3 - F-4

         CONSOLIDATED STATEMENT OF OPERATIONS ...............................F-5

         CONSOLIDATED STATEMENT OF CHANGES
            IN STOCKHOLDERS' EQUITY .........................................F-6

         CONSOLIDATED STATEMENT OF CASH FLOWS ........................F-7  - F-8

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ..................F-9 - F-32









                                       F-1
<PAGE>

To The Board of Directors
Able Energy, Inc.
Rockaway, New Jersey  07866


                          Independent Auditors' Report
                          ----------------------------

We have audited the accompanying consolidated balance sheet of Able Energy, Inc.
and subsidiaries as of June 30, 2003 and 2002 and the related consolidated
statements of income, changes in Stockholders' equity, and cash flows for the
years ended June 30, 2003, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, based on our audits the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Able Energy, Inc. and subsidiaries as of June 30, 2003 and 2002, and
the results of their operations and their cash flows for the years ended June
30, 2003, 2002 and 2001 in conformity with accounting principles generally
accepted in the United States of America.




Simontacchi & Company, LLP
Rockaway, New Jersey
September 22, 2003

                                       F-2
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                                  JUNE 30,
                                                                         ---------------------------
                                                                             2003            2002
                                                                         -----------     -----------
<S>                                                                      <C>             <C>
Current Assets:
    Cash                                                                 $   400,033     $   258,560
    Accounts Receivable (Less Allowance for Doubtful
       Accounts of  $279,913 (2003) and $242,358 (2002)                    2,661,808       1,933,526
    Inventory                                                                789,422         405,424
    Notes Receivable - Current Portion                                        57,577          32,756
    Miscellaneous Receivables                                                 70,503         113,905
    Prepaid Expenses                                                         395,982         228,839
    Insurance Claim Receivable                                               349,526              --
    Deferred Costs - Insurance Claims                                        703,675              --
    Prepaid Expense - Income Taxes                                             2,063           2,733
    Deferred Income Tax                                                       73,777          65,703
    Due From Officer                                                              --          44,690
                                                                         -----------     -----------
        Total Current Assets                                               5,504,366       3,086,136
                                                                         -----------     -----------

Property and Equipment:
    Land                                                                     451,925         451,925
    Buildings                                                                946,046       1,096,046
    Trucks                                                                 3,125,453       3,037,192
    Fuel Tanks                                                             1,455,501       1,190,153
    Machinery and Equipment                                                  769,817         576,123
    Leasehold Improvements                                                   597,759         578,792
    Cylinders                                                                755,496         731,692
    Office Furniture and Equipment                                           200,640         200,640
    Website Development Costs                                              2,274,575       2,200,511
                                                                         -----------     -----------
                                                                          10,577,212      10,063,074
    Less: Accumulated Depreciation and Amortization                        4,331,055       3,461,342
                                                                         -----------     -----------
        Net Property and Equipment                                         6,246,157       6,601,732
                                                                         -----------     -----------

Other Assets:
    Deferred Income Taxes                                                     45,091              --
    Deposits                                                                 165,541          70,570
    Notes Receivable - Less Current Portion                                  177,793         216,628
    Customer List, Less Accumulated Amortization of  ($188,122) 2003
       and 2002                                                              422,728         422,728
    Covenant Not to Compete, Less Accumulated Amortization of
       $76,667 (2003) and $56,667 (2002)                                      23,333          43,333
    Development Costs - Franchising                                           27,573          36,764
                                                                         -----------     -----------
         Total Other Assets                                                  862,059         790,023
                                                                         -----------     -----------

        Total Assets                                                     $12,612,582     $10,477,891
                                                                         ===========     ===========
</TABLE>

                   See Accompanying Notes and Auditor's Report

                                       F-3
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEET (Cont'd)

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------

<TABLE>
<CAPTION>
                                                                                  JUNE 30,
                                                                       ------------------------------
                                                                           2003              2002
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
Current Liabilities:
    Accounts Payable                                                   $  1,420,911      $  1,159,341
    Note Payable - Bank                                                   1,270,000         1,470,000
    Note Payable - Other                                                  1,585,000           500,000
    Current Portion of Long-Term Debt                                     1,888,982           584,384
    Accrued Expenses                                                        735,370           309,363
    Accrued Taxes                                                            98,612            24,673
    Customer Pre-Purchase Payments                                          936,680           880,111
    Customer Credit Balances                                                416,644           548,336
    Escrow Deposits                                                           5,000            28,472
    Note Payable - Officer                                                  321,630            55,000
                                                                       ------------      ------------
        Total Current Liabilities                                         8,678,829         5,559,680

Deferred Income                                                              79,679            79,679
Deferred Income Taxes                                                        70,310            54,712
Long Term Debt: less current portion                                        296,472         1,522,680
                                                                       ------------      ------------
        Total Liabilities                                                 9,125,290         7,216,751
                                                                       ------------      ------------

Stockholders' Equity:
    Preferred Stock
    Authorized 10,000,000 Shares Par Value $.001 per share
     Issued - None
    Common Stock
    Authorized 10,000,000 Par Value $.001 per share Issued
      and Outstanding Shares 2,013,250 (2003) and 2,007,250 (2002)            2,014             2,008
    Paid in Surplus                                                       5,711,224         5,687,230
    Retained Earnings (Deficit)                                          (2,225,946)       (2,428,098)
                                                                       ------------      ------------
        Total Stockholders' Equity                                        3,487,292         3,261,140
                                                                       ------------      ------------

        Total Liabilities and Stockholders' Equity                     $ 12,612,582      $ 10,477,891
                                                                       ============      ============
</TABLE>

                   See Accompanying Notes and Auditors' Report

                                       F-4
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                                               YEARS ENDED JUNE 30,
                                                                  ------------------------------------------------
                                                                      2003              2002             2001
                                                                  ------------      ------------      ------------
<S>                                                               <C>               <C>               <C>
Net Sales                                                         $ 46,297,662      $ 26,723,482      $ 33,953,373

Cost of Sales                                                       38,755,700        21,652,472        28,784,363
                                                                  ------------      ------------      ------------

     Gross Profit                                                    7,541,962         5,071,010         5,169,010
                                                                  ------------      ------------      ------------

Expenses

     Selling, General and Administrative Expenses                    5,394,287         5,340,677         5,959,044
     Depreciation and Amortization Expense                           1,220,048         1,156,601         1,009,201
                                                                  ------------      ------------      ------------
        Total Expenses                                               6,614,335         6,497,278         6,968,245
                                                                  ------------      ------------      ------------

    Income (Loss) From Operations                                      927,627        (1,426,268)       (1,799,235)
                                                                  ------------      ------------      ------------

Other Income (Expenses):
     Interest and Other Income                                         127,248           214,707           404,290
     Interest Expense                                                 (465,531)         (298,331)         (236,599)
     Directors' Fees                                                   (24,000)          (20,400)               --
     Gain on Insurance Recovery (Note 24)                              215,140                --                --
     Other Expense (Note 22)                                          (435,500)               --                --
      Legal Fees Relating to Other Expense                             (90,050)               --                --
                                                                  ------------      ------------      ------------
        Total Other Income (Expense)                                  (672,693)         (104,024)          167,691
                                                                  ------------      ------------      ------------

     Income (Loss) Before Provision for Income Taxes (Credit)          254,934        (1,530,292)       (1,631,544)

Provision for Income Taxes (Credit)                                     52,782            (8,037)          (16,635)
                                                                  ------------      ------------      ------------

     Net Income (Loss)                                            $    202,152      $ (1,522,255)     $ (1,614,909)
                                                                  ============      ============      ============

Basic Earnings (Loss) per Common Share                            $        .10      $       (.76)     $       (.81)
                                                                  ============      ============      ============

Diluted Earnings (Loss) per Common Share                          $        .10      $       (.76)     $       (.81)
                                                                  ============      ============      ============

Weighted Average number of Common Shares Outstanding                 2,012,708         2,001,332         2,000,000
                                                                  ============      ============      ============

Weighted Average Number of Common Shares Outstanding,
Assuming Dilution                                                    2,051,700         2,001,332         2,000,000
                                                                  ============      ============      ============
</TABLE>

                   See Accompanying Notes and Auditors' Report

                                       F-5
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                    YEARS ENDED JUNE 30, 2003, 2002 AND 2001
                    ----------------------------------------

                                  Common Stock
                                 .001 Par Value
                                 --------------

<TABLE>
<CAPTION>
                                                                 Additional                          Total
                                                                   Paid-in         Retained      Stockholders'
                                    Shares          Amount         Surplus         Earnings          Equity
                                 -----------     -----------     -----------     -----------      -----------
<S>                              <C>             <C>             <C>             <C>              <C>
Balance - July 1, 2000             2,000,000     $     2,000     $ 5,662,775     $   709,066      $ 6,373,841

Net Loss                                                                          (1,614,909)      (1,614,909)
                                 -----------     -----------     -----------     -----------      -----------

Balance - June 30, 2001            2,000,000           2,000       5,662,775        (905,843)       4,758,932

Sale of Common Stock                   1,250               2           4,061                            4,063

Issuance of Common Stock for
Payment of Directors' Fees             6,000               6          20,394                           20,400

Net Loss                                                                          (1,522,255)      (1,522,255)
                                 -----------     -----------     -----------     -----------      -----------

Balance - June 30, 2002            2,007,250     $     2,008     $ 5,687,230     $(2,428,098)     $ 3,261,140

Issuance of Common Stock for
Payment of Directors' Fees             6,000               6          23,994                           24,000

Net Income                                                                           202,152          202,152
                                 -----------     -----------     -----------     -----------      -----------

Balance - June 30, 2003            2,013,250     $     2,014     $ 5,711,224     $(2,225,946)     $ 3,487,292
                                 ===========     ===========     ===========     ===========      ===========
</TABLE>

                   See Accompanying Notes and Auditors' Report

                                       F-6
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          YEARS ENDED JUNE 30,
                                                             ---------------------------------------------
                                                                 2003            2002              2001
                                                             -----------      -----------      -----------
<S>                                                          <C>              <C>              <C>
Cash Flow From Operating Activities
-----------------------------------
 Net Income (Loss) - Continuing Operations                   $   202,152      $(1,522,255)     $(1,614,909)
 Adjustments to Reconcile Net Income to Net Cash
  used by Operating Activities:
    Depreciation and Amortization                              1,220,048        1,156,601        1,009,201
    Gain on Disposal of Equipment                               (215,272)            (331)         (35,434)
    Directors' Fees                                               24,000
    Other Expense                                                435,500
    (Increase) Decrease in:
       Accounts Receivable                                      (728,282)        (113,670)         381,984
       Inventory                                                (383,998)         (38,098)         (63,807)
       Prepaid Expenses                                         (167,143)        (117,275)         (29,154)
       Prepaid Income Taxes                                          670           81,171           36,047
       Deposits                                                  (87,000)          30,713          (47,035)
       Deferred Income Tax - Asset                                (8,074)          (6,973)         (10,460)
       Deferred Costs - Insurance Claims                        (614,816)
     Increase (Decrease) in:
       Accounts Payable                                          261,570         (496,146)        (286,809)
       Accrued Expenses                                           19,355         (151,103)         184,675
       Customer Advance Payments                                  56,569         (444,138)       1,324,249
       Customer Credit Balance                                  (131,692)         324,616          223,720
       Deferred Income Taxes                                      15,598           (1,064)          (6,175)
       Escrow Deposits                                           (23,472)          23,472          (10,000)
       Deferred Income                                                --               --          (27,729)
                                                             -----------      -----------      -----------
       Net Cash (Used) Provided by Operating Activities         (124,287)      (1,274,480)       1,028,364
                                                             -----------      -----------      -----------

Cash Flow From Investing Activities
-----------------------------------
 Purchase of Property and Equipment                           (1,102,589)        (941,489)      (1,469,504)
 Web Site Development Costs                                      (74,064)          63,630       (1,163,049)
 Increase in Deposits                                             (7,971)              --          (16,623)
 Sale of Equipment                                               118,258              591           46,439
 Notes Receivable - Sale of Equipment                                 --               --          (94,500)
 Payment on Notes Receivable - Sale of Equipment                  13,359            7,939           36,353
 Note Receivable - Montgomery                                        655              644          (11,293)
 Miscellaneous Receivables                                        43,402          (75,272)           8,072
                                                             -----------      -----------      -----------
       Net Cash (Used) Provided  By Investing Activities      (1,008,950)        (943,957)      (2,664,105)
                                                             -----------      -----------      -----------
</TABLE>

                   See Accompanying Notes and Auditors' Report

                                       F-7
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd)

<TABLE>
<CAPTION>
                                                                             YEARS ENDED JUNE 30,
                                                                 ---------------------------------------------
                                                                     2003             2002            2001
                                                                 -----------      -----------      -----------
<S>                                                              <C>              <C>              <C>
Cash Flow From Financing Activities
   (Decrease) Increase in Notes Payable - Bank                   $  (200,000)     $ 1,470,000      $   157,492
   Note Payable - Other                                            1,085,000               --          500,000
   Note Payable - Officer                                            311,320           55,000               --
   (Decrease) in Notes Payable - Bank                                     --         (449,720)              --
   Decrease in Long-Term Debt                                       (766,479)        (520,509)        (738,916)
   Increase in Long-Term Debt                                        844,869          408,745          959,203
   Decrease Escrow Deposit Payable                                        --               --          (20,000)
   Sale of Common Stock                                                   --           24,463               --
                                                                 -----------      -----------      -----------
           Net Cash (Used) Provided  By Financing Activities       1,274,710          987,979          857,779
                                                                 -----------      -----------      -----------

Net (Decrease) Increase In Cash                                      141,473       (1,230,458)        (777,962)
Cash - Beginning of Year                                             258,560        1,489,018        2,266,980
                                                                 -----------      -----------      -----------
Cash - End of Year                                               $   400,033      $   258,560      $ 1,489,018
                                                                 ===========      ===========      ===========

The Company had Interest Cash Expenditures of:                   $   416,049      $   292,318      $   230,849
The Company had Tax Cash Expenditures of:                        $    34,567      $    13,400      $    17,900
</TABLE>


                   See Accompanying Notes and Auditors' Report

                                       F-8
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies
------      ------------------------------------------

            Principles of Consolidation

            The consolidated financial statements include the accounts of Able
            Energy, Inc. and its subsidiaries. The minority interest of 1% in
            Able Propane, LLC is immaterial and has not been shown separately.
            All material inter-company balances and transactions were eliminated
            in consolidation.

            Majority Ownership

            The Company is the majority owner, owning 70.6% of the issued shares
            of a subsidiary, PriceEnergy.Com, Inc. in which their capital
            investment is $25,000. The subsidiary has established an E-Commerce
            Operating System for the sale of products through a network of
            suppliers originally on the East Coast of the United States. The
            business became active in October 2000 (See Notes 9 and 13)

            Minority Interest

            The minority interest in PriceEnergy.Com, Inc. is a deficit and, in
            accordance with Accounting Research Bulletin No. 51, subsidiary
            losses should not be charged against the minority interest to the
            extent of reducing it to a negative amount. As such, the losses have
            been charged against the Company, the majority owner. The loss for
            year ended June 30, 2003 is $711,841, (See Notes 9 and 13).

            Nature of Operations

            Able Oil Company, Able Melbourne and Able Energy New York, Inc. are
            full service oil companies that market and distribute home heating
            oil, diesel fuel and kerosene to residential and commercial
            customers operating in the northern New Jersey, Melbourne, Florida,
            and Warrensburg, New York respectively. Able Propane installs
            propane tanks which it owns and sells propane for heating and
            cooking, along with other residential and commercial uses.

            The Company's operations are subject to seasonal fluctuations with a
            majority of the Company's business occurring in the late fall and
            winter months. Approximately 70% 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
            fuel. However, the seasonality of the Company's business is offset,
            in part, by the increase in revenues from the sale of diesel and
            gasoline fuels during the spring and summer months due to the
            increased use of automobiles and construction apparatus.

            Inventories

            Inventories are valued at the lower of cost (first in, first out
            method) or market.

                                       F-9
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies (cont'd)
------      ---------------------------------------------------

            Property and Equipment

            Property and equipment are stated at cost less accumulated
            depreciation. Depreciation is provided by using the straight-line
            method based upon the estimated useful lives of the assets (5 to 40
            years). Depreciation expense for the year ended June 30, 2003 and
            2002 amounted to $745,015 and $681,192, respectively.

            For income tax basis, depreciation is calculated by a combination of
            the straight-line and modified accelerated cost recovery systems
            established by the Tax Reform Act of 1986.

            Expenditures for maintenance and repairs are charged to expense as
            incurred whereas expenditures for renewals and betterments are
            capitalized.

            The cost and related accumulated depreciation of assets sold or
            otherwise disposed of during the period are removed from the
            accounts. Any gain or loss is reflected in the year of disposal.

            E-Commerce Operating System Development Costs

            Costs of $2,274,575 incurred in the developmental stage for computer
            hardware and software have been capitalized in accordance with
            accounting pronouncement SOP98-1. The costs are included in Property
            and Equipment and will be amortized on a straight line basis during
            the estimated useful life, 5 years. Operations commenced in October
            2000. Amortization for the years ended June 30, 2003 and 2002
            amounted to $445,842 and $436,177, respectively.

            Intangible Assets

            Intangibles are stated at cost and amortized as follows:

            Customer Lists of $571,000 related to the Connell's Fuel Oil Company
            acquisition on October 28, 1996, by Able Oil Company are being
            amortized over a straight-line period of 15 years. The current
            period amortization also includes a customer list of $39,850 and
            Covenant Not To Compete of $100,000 relating to the acquisition from
            B & B Fuels on August 27, 1999, is being amortized over a
            straight-line period of 10 and 5 years, respectively. The
            amortization for the years ended June 30, 2003 and 2002 are $29,191
            and $39,232, respectively.

            In July 2001, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards No. 142,
            "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
            requires goodwill and other intangible assets to be tested for
            impairment under certain circumstances, and written off when
            impaired, rather than being amortized as previous standards
            required, as such, effective July 1, 2001, the Customer List will no
            longer be amortized for financial statement purposes.

                                      F-10
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies (cont'd)
------      ---------------------------------------------------

            For income tax basis, the Customer Lists and the Covenant Not To
            Compete are being amortized over a straight-line method of 15 years
            as per the Tax Reform Act of 1993.

            Use of Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the amounts reported in the financial
            statements and accompanying notes. Although these estimates are
            based on management's knowledge of current events and actions it may
            undertake in the future, they may ultimately differ from actual
            results.

            Income Taxes

            Effective January 1, 1997, all the subsidiaries, which were
            S-Corporations, terminated their S- Corporation elections. The
            subsidiaries are filing a consolidated tax return with Able Energy,
            Inc.

            Effective January 1, 1997, the Company has elected to provide for
            income taxes based on the provisions of Financial Accounting
            Standards Board ("FASB") Statement of Financial Accounting Standards
            ("SFAS") No. 109, "Accounting for Income Taxes", which requires
            recognition of deferred tax assets and liabilities for the expected
            future tax consequences of events that have been included in the
            financial statements and tax returns in different years. Under this
            method, deferred income tax assets and liabilities are determined
            based on the difference between the financial statement and tax
            bases of assets and liabilities using enacted tax rates in effect
            for the year in which the differences are expected to reverse.

            Concentrations of Credit Risk

            The Company performs on-going credit evaluations of its customers'
            financial conditions and requires no collateral from its customers.

            Financial instruments which potentially subject the Company to
            concentrations of credit risk consists of checking and savings
            accounts with several financial institutions in excess of insured
            limits. The excess above insured limits is approximately $387,299.
            The Company does not anticipate non-performance by the financial
            institutions.

            Cash

            For the purpose of the statement of cash flows, cash is defined as
            balances held in corporate checking accounts and money market
            accounts.

            Advertising Expense

            Advertising costs are expensed at the time the advertisement appears
            in various publications and other media. The expense was $416,712
            and $524,859 for the years ended June 30, 2003 and 2002,
            respectively.

                                      F-11
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies (cont'd)
------      ---------------------------------------------------

            Fair Value of Financial Instruments

            Carrying amounts of certain of the Company's financial instruments,
            including cash and cash equivalents, accrued compensation, and other
            accrued liabilities, approximate fair value because of their short
            maturities.

            Revenue Recognition

            Sales of fuel and heating equipment are recognized at the time of
            delivery to the customer, and sales of equipment are recognized at
            the time of installation. Revenue from repairs and maintenance
            service is recognized upon completion of the service. Payments
            received from customers for heating equipment service contracts are
            deferred and amortized into income over the term of the respective
            service contracts, on a straight line basis, which generally do not
            exceed one year.

            Computation of Net Income (Loss) per Share

            Basic net income (loss) per share is computed using the
            weighted-average number of common shares outstanding during the
            period. Diluted net income per share is computed using the
            weighted-average number of common and dilutive potential common
            shares outstanding during the period. Diluted net loss per share is
            computed using the weighted-average number of common shares and
            excludes dilutive potential common shares outstanding, as their
            effect is antidilutive. Dilutive potential common shares primarily
            consist of employee stock options.

            Impairment of Long-Lived Assets

            Long-lived assets to be held and used are reviewed for impairment
            whenever events or changes in circumstances indicate that the
            carrying amount of such assets may not be recoverable. Measurement
            of an impairment loss for long-lived assets that management expects
            to hold and use is based on the fair value of the asset. Long-lived
            assets to be disposed of are reported at the lower of carrying
            amount or fair value less costs to sell.

            Goodwill and Intangible Assets

            In June 2001, FASB approved two new pronouncements: SFAS No. 141,
            "Business Combinations", and SFAS No. 142, "Goodwill and Other
            Intangible Assets". SFAS No. 141 applies to all business
            combinations with a closing date after June 30, 2001. This Statement
            eliminates the pooling-of-interests method of accounting and further
            clarifies the criteria for recognition of intangible assets
            separately from goodwill.

                                      F-12
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies (cont'd)
------      ---------------------------------------------------

            SFAS No. 142 eliminates the amortization of goodwill and
            indefinite-lived intangible assets and initiates an annual review
            for impairment. Identifiable intangible assets with a determinable
            useful life will continue to be amortized. The amortization
            provisions apply to goodwill and other intangible assets acquired
            after June 30, 2001. Goodwill and other intangible assets acquired
            prior to June 30, 2001 will be affected upon adoption. The Company
            has adopted SFAS No. 142 effective July 1, 2001, which will require
            the Company to cease amortization of its remaining net customer
            lists balance and to perform an impairment test of its existing
            customer lists and any other intangible assets based on a fair value
            concept.

            The Company has reviewed the provisions of these Statements. It is
            management's assessment that customer lists impairment will not
            result upon adoption. As of June 30, 2001, the Company has net
            unamortized customer lists of $422,728. Amortization expense of the
            customer list was $20,125 for the six month short year ended June
            30, 2001 and $42,052 for the full year ended December 31, 2000.

            Recent Accounting Pronouncements

            FASB Interpretation No. 45 (FIN 45), "Guarantor's Accounting and
            Disclosure Requirements for Guarantees, Including Indirect
            Guarantees of Indebtedness of Others." In November 2002, the FASB
            issued FIN 45 which requires a guarantor to recognize a liability
            for the fair value of the obligation it assumes under certain
            guarantees. Additionally, FIN 45 requires a guarantor to disclose
            certain aspects of each guarantee, or each group of similar
            guarantees, including the nature of the guarantee, the maximum
            exposure under the guarantee, the current carrying amount of any
            liability for the guarantee, and any recourse provisions allowing
            the guarantor to recover from third parties any amounts paid under
            the guarantee. The disclosure provisions of FIN 45 are effective for
            financial statements for both interim and annual periods ending
            after December 15, 2002. The fair value measurement provisions of
            FIN 45 are to be adopted as of July 1, 2003. The Company has no
            obligation effected by this pronouncement.

            SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
            and Disclosure (an amendment of FASB Statement No. 123)." In
            December 2002, the FASB issued SFAS No. 148, which amends SFAS No.
            123, "Accounting for Stock-Based Compensation," and provides
            alternative methods of transition for a voluntary change to the fair
            value-based method of accounting for stock-based employee
            compensation; SFAS No. 148 also amends the disclosure requirements
            of SFAS No. 123 and APB Opinion No. 28, "Interim Financial
            Reporting," to require prominent disclosures in both annual and
            interim financial statements about the method of accounting for
            stock-based employee compensation and the effect of the method used
            on reported results. The provisions of SFAS No. 148 are effective
            for financial statements for periods ending after December 15, 2002.
            The Company will adopt SFAS No. 148 effective July 1, 2003. It
            currently has no effect on the Company.

                                      F-13
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 1      Summary of Significant Accounting Policies (cont'd)
------      ---------------------------------------------------

            Recent Accounting Pronouncements (cont'd)

            Debt Extinguishments

            In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
            Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13,
            and technical Corrections." Among other things, this statement
            rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment
            of Debt" (SFAS No. 4), which required all gains and losses from
            extinguishment of debt to be aggregated and, if material, classified
            as an extraordinary item, net of the related income tax effect. As a
            result, the criteria in Accounting Principles Board Opinion No. 30,
            "reporting the Results of Operations - Reporting the Effects of
            Disposal of a Segment of a Business, and Extraordinary, Unusual and
            Infrequently Occurring Events and Transactions," which requires
            gains and losses on extinguishment of debts to be classified as
            income or loss from continuing operations, will now be applied. We
            adopted the provisions of this statement as of July 1, 2002, as it
            was effective for years beginning after June 15, 2002.

            Exit Costs and Disposal Activities

            In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
            Associated with Exit or Disposal Activities" (SFAS NO. 146), which
            addresses financial accounting and reporting for costs associated
            with exit or disposal activities and nullifies Emerging Issues Task
            Force No. 94- 3, "Liability Recognition for Certain Employee
            Termination Benefits and Other Costs to Exit an Activity (including
            Certain Costs Incurred in a Restructuring)" (EITF 94-3). The
            principal difference between SFAS No. 146 and EITF 94-3 relates to
            SFAS No. 146's requirements for recognition of a liability for a
            cost associated with an exit or disposal activity. SFAS No. 146
            requires that a liability for a cost associated with an exit or
            disposal activity be recognized when the liability is incurred.
            Under EITF 94-3, a liability for an exit cost as generally defined
            in EITF 94-3 was recognized at the date of an entity's commitment to
            an exit plan. We will adopt the new standard effective July 1, 2003.
            This currently has no effect on the Company's operations.

            Asset Retirement Obligations

            Effective January 1, 2003, the Company has adopted SFAS No. 143,
            "Accounting for Asset Retirement Obligations" (SFAS No. 143). This
            statement provides the accounting for the cost of legal obligations
            associated with the retirement of long-lived assets. SFAS No. 143
            requires that companies recognize the fair value of a liability for
            asset retirement obligations in the period in which the obligations
            are incurred and capitalize that amount as part of the book value of
            the long-lived asset. SFAS No. 143 also precludes companies from
            accruing removal costs that exceed gross salvage in their
            depreciation rates and accumulated depreciation balances if there is
            no legal obligation to remove the long-lived assets. The adoption
            had no current effect on the financial records.

                                      F-14
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 2      Notes Receivable
------      ----------------

      A.    The Company has a Receivable from Able Montgomery, Inc. and Andrew
            W. Schmidt related to the sale of Able Montgomery, Inc. to Schmidt,
            and truck financed by Able Energy, Inc. No payments of principal or
            interest had been received for more than one year. A new note was
            drawn dated June 15, 2000 for $170,000, including the prior balance,
            plus accrued interest. The Note bears interest at 9.5% per annum and
            payments commence October 1, 2000. The payments will be monthly in
            varying amount each year with a final payment of $55,981.07 due
            September 1, 2010. No payments were received in the year ended
            December 31, 2000. In February 2001, two (2) payments were received
            in the amount $2,691.66, interest only. In September 2001,
            $15,124.97 was received covering payments from December 2000 through
            October 2001, representing interest of $14,804.13 and principal of
            $320.84. Payments were received in November and December 2002,
            representing December 2001 and January 2002, a total of $3,333.34;
            interest of $2,678.88, and principal of $654.46.

            The note is secured by a pledge and security agreement and stock
            purchase agreement (Stock of Able Montgomery, Inc.), dated December
            31, 1998, and the assets of Andrew W. Schmidt with the note dated
            June 15, 2000. The income on the sale of the company in December
            1998 and the accrued interest on the drawing of the new note are
            shown as deferred income in the amount of $79,679.18 to be realized
            on collection of the notes.

            Maturities of the Note Receivable are as follows:

                 For the 12 Months Ending
                          June 30,                         Principal Amount
                          --------                         ----------------
                            2004                                  $ 20,225
                            2005                                    11,382
                            2006                                    12,511
                            2007                                    13,753
                            2008                                    15,118
                            Balance                                 95,712
                                                                  --------
                                    Total                         $168,701
                                                                  ========

                                      F-15
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 2      Notes Receivable (cont'd)
------      -------------------------

      B.    Able Oil Company has three (3) Notes Receivable for the sale of oil
            delivery trucks to independent drivers who also deliver oil for the
            Company. The Notes bear interest at the rate of 12% per annum. Two
            notes began December 1998 and one began February 1999. The Notes are
            payable eight (8) months per year September through April, the oil
            delivery season.

            Maturities of these Notes Receivable are as follows:

                 For the 12 Months Ended
                         June 30,                        Principal Amount
                         --------                        ----------------
                           2004                                $ 37,351
                           2005                                  14,931
                           2006                                   7,091
                           2007                                   7,295
                                                               --------
                                   Total                       $ 66,668
                                                               ========


Note 3      Inventories
------      -----------

                 Items                             June 30,     June 30,
                 -----                               2003         2002
                                                   --------     --------
                 Heating Oil                       $241,107     $141,114
                 Diesel Fuel                         18,921       21,642
                 Kerosene                             2,534        6,220
                 Propane                              8,851       12,343
                 Parts, Supplies and Equipment      518,009      224,105
                                                   --------     --------
                      Total                        $789,422     $405,424
                                                   ========     ========


Note 4      Notes Payable Bank
------      ------------------

            On October 22, 2001, the Company and its subsidiaries, either as
            Borrower or Guarantor, entered into a loan and security Agreement
            with Fleet National Bank. The bank is providing the following credit
            facility.

            A borrowing base of 75% of Eligible Accounts Receivable, as defined
            in the Agreement, plus $500,000 against the value of the Company's
            customer list, for a total amount of $1,500,000. The revolving
            credit may also be used for Letters of Credit, with the lender's
            approval.

                                      F-16
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 4      Notes Payable Bank (cont'd)
------      ---------------------------

            The Letters of Credit will have an annual fee of 1.25% of the face
            value of each Letter of Credit. The applicable interest rate on the
            revolving credit advances will be the bank's prime rate or Libor
            interest rate, plus 2.75%, see below increase in interest rate.
            Interest is to be paid on the amount advanced on the last day of
            each month.

            As security for the performance of this Agreement, the other Loan
            Documents and the payment of the Liabilities, each Borrower and
            Guarantor grants, pledges and assigns to Lender a security interest
            in all assets of such Borrower or Guarantor, whether now owned or
            hereafter acquired including, without limitation, (a) all Accounts,
            Goods, Chattel Paper, Equipment, Documents, Deposits, Instruments,
            General Intangibles and Payment Intangibles (including, but not
            limited to, any and all interests in trademarks, service marks,
            patents, licenses, permits, and copyrights), (b) all inventory of
            Borrowers, if any, held by any Borrowers for sale or lease or to be
            furnished under contracts of service, (c) all Books and Records, (d)
            any Account maintained by any Borrower with Lender and all cash held
            therein, and (e) all proceeds and products of the foregoing,
            including casualty insurance thereon (collectively, the
            "Collateral").

            The Agreement provides for covenants as follows:

            (1)   Use of proceeds only for Working Capital, Letters of Credit
                  and for acquisitions with Lender's prior written consent.

            (2)   Financial information to be furnished either annually,
                  quarterly or monthly.

            (3)   Financial covenants to be tested as of the end of each fiscal
                  quarter.

            (4)   Limitations on loans and investments.

            (5)   Compliance with laws and environmental matters.

            (6)   Limitations on Borrowing.

            (7)   Can not declare or pay any dividends.

            All of the above and other items as per article VI of the Agreement.
            The Agreement has a current expiration date of November 30, 2002.
            Fleet Bank did not renew the credit facility upon expiration of the
            Agreement on November 30, 2002. Effective December 1, 2002, the bank
            is charging an additional annual interest of 4% as the Note is in
            default. The total current interest rate charged is currently 8.25%
            per annum. The Company and Lender have entered into a Forbearance
            Agreement, where the Lender is willing to forbear until May 31, 2003
            from exercising its rights and remedies. The Lender will receive a
            forbearance fee of $50,000 at May 31, 2003, reduced by $2,500 for
            each week prior to May 31, 2003, that the credit facility and all
            charges are paid in full, with a minimum forbearance fee of $15,000.
            The interest charged is at 8.25% per annum. The principal amount
            outstanding is $1,270,000. Interest for the year ended June 30, 2003
            was $89,358. The loan and the $50,000 forbearance fee were not paid
            at May 31, 2003. The note payable plus forbearance fee, accrued
            interest and other costs were paid in full on September 22, 2003
            (See Note 25).

                                      F-17
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 5      Notes Payable
------      -------------

      A.    The Company has borrowed $500,000 from an unrelated individual. The
            Note was dated June 26, 2001 with interest at 12% per annum. The
            interest will be paid monthly at $5,000 per month commencing on
            August 1, 2001. The Note will mature on June 26, 2002 unless the
            borrower (the Company), at its option, elects to extend the maturity
            date to December 26, 2002. The Company has exercised its option and
            has extended the Note to December 26, 2002. The lender has granted
            the Company an additional extension at the same terms to June 26,
            2003. The Lender has granted the Company an extension to July 26,
            2003. The Note may be prepaid in whole or part from time-to-time
            without penalty. No principal payments have been made on the Note.
            At the maturity date, a final payment of the unpaid principal and
            interest shall be due and payable. In connection with this Note, the
            Company has issued the lender warrants to purchase 40,000 shares of
            its common stock at $4 per share. The warrants vest immediately and
            must be exercised no later than June 26, 2004. The warrants have not
            been registered under the Securities Act of 1933. The Note was paid
            in full on September 22, 2003 (See Note 25).

      B.    The Company has borrowed $750,000 from an unrelated company. The
            mortgage and note are dated September 13, 2002. The term of the note
            is for one (1) year. Payments of interest only on the outstanding
            principal balance shall be paid monthly at a rate of 10%. The first
            payment was paid on November 1, 2002 and on the first day of each
            month thereafter until October 1, 2003, when the Note shall mature
            and all principal and accrued interest shall be due and payable in
            full. The Note was paid in full on September 22, 2003 (See Note 25).

            Prepayment Penalty - in the event borrower makes a voluntary
            principal payment during the term of this note, borrower shall pay
            to the lender a premium equal to three (3) monthly payments of
            interest on the note. The note is collateralized by a mortgage dated
            September 13, 2002 from Able Energy Terminal, LLC, a wholly owned
            subsidiary, which is a second mortgage on the property at 344 Route
            46, Rockaway, NJ and also by all leases and rents related to the
            property. The lender has been issued a stock purchase warrant for
            100,000 shares at $4 per share. The warrant has not been registered
            under the Securities Act of 1933. The Company has granted the holder
            piggy-back registration rights for the Common Stock underlying the
            warrant on its next registration statement. This warrant does not
            entitle the holder to any of the rights of a stockholder of the
            Company. Unless previously exercised, the warrants will expire on
            September 13, 2004.

      C.    The Company has borrowed $335,000 from an unrelated Company. The
            mortgage and Note are dated April 16, 2003. The loan is to Able
            Energy New York, Inc., a wholly owned subsidiary. The loan is
            collateralized by a mortgage on property in Lake George, New York
            owned by the subsidiary and a second mortgage on property in Bolton,
            New York, owned by the Company's CEO who is also a guarantor on the
            loan. Payments of interest only on the outstanding principal balance
            at a rate of 14% per annum, are payable monthly. The first payment
            was paid June 1, 2003. The entire amount, both principal and accrued
            interest shall be due and payable on May 1, 2004.

                                      F-18
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 6      Long-Term Debt (cont'd)
------      -----------------------

            Mortgage note payable dated, August 27, 1999, related to the
            purchase of B & B Fuels facility and equipment. The total note is
            $145,000. The note is payable in the monthly amount of principal and
            interest of $1,721.18 with and interest rate of 7.5% per annum. The
            initial payment was made on September 27, 1999, and continues
            monthly until August 27, 2009 which is the final payment. The note
            is secured by a mortgage made by Able Energy New York, Inc. on
            property at 2 and 4 Green Terrace and 4 Horican Avenue, Town of
            Warrensburg, Warren County, New York. The balance due on this Note
            at June 30, 2003 and 2002 was $101,724 and $114,235, respectively.

            Mortgage note payable dated, August 31, 1999, related to the
            purchase of the facility and equipment in Rockaway, New Jersey by
            Able Energy Terminal, LLC ("Terminal"). The note is in the amount of
            $650,000.

            Pursuant to Section 4.4 of the Agreement of Sale to purchase the
            Terminal, , the Principal Sum of the $650,000 Note shall be reduced
            by an amount equal to one-half of all sums expended by Borrower on
            the investigation and remediation of the property provided, however,
            that the amount of said reduction shall not exceed $250,000 (the
            "Remediation Amount").

            The "Principal Sum: Less the "Remediation Amount" shall be an amount
            equal to $400,000 (the "Reduced Principal Sum"). The Reduced
            Principal Sum shall bear interest from the date hereof at the rate
            of 8.25% per annum. Any portion of the Remediation Amount not
            utilized in the investigation and remediation of the property shall
            not begin to accrue interest until such time that (i) a "No Further
            Action Letter" is obtained from the Department of Environmental
            Protection and (ii) an outstanding lawsuit concerning the property
            is resolved through settlement or litigation (subject to no further
            appeals). All payments on this Note shall be applied first to the
            payment of interest, with any balance to the payment to reduction of
            the reduced Principal Sum.

            Based upon an amendment, dated November 5, 2001, and commencing with
            interest due December 1, 2001, interest will be paid at the rate of
            8.25% on the principal sum of $650,000. Only interest is required to
            be paid and the principal is due on July 31, 2004 (See Note 11).

            The Note is collateralized by the property and equipment purchased
            and assignment of the leases. The balance due on this Note at June
            30, 2003 and 2002 was $650,000. The Note was paid in full on
            September 22, 2003 (See Note 25).

                                      F-19
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 6      Long-Term Debt (cont'd)
------      -----------------------

<TABLE>
<CAPTION>
                                                                                              Outstanding      Outstanding
                                                  Interest Rate at                              Debt at          Debt at
                                                   June 30, 2003           Maturities          6/30/2003        6/30/2002
                                                   -------------           ----------          ---------        ---------
<S>                                               <C>                     <C>                 <C>              <C>
         Notes Payable Collateralized

         By Trucks and Vans                         0.00 - 9.147%           11/17/03-         $  147,583       $  435,430
                                                                             10/1/07

         Capitalize Leases Payable
         Collateralized by Trucks and

         Vans Purchased                            5.689 - 12.506%                               782,111          534,191
                                                                         12/1/03-5/10/08

         Capitalize Leases Payable

         Collateralized by Propane Tanks           8.450 - 16.500%                               126,275            3,704
                                                                         11/1/05-6/1/06

         Notes Payable Collateralized by

         Office and Computer Equipment             6.011 - 16.196%                               330,445          143,715
                                                                         4/3/05-5/27/08

         Lease Payable Collateralized by
         Computer Equipment and

         Software                                       9.56%             Sept. 1, 2003           47,317          225,789
                                                                                              ----------       ----------
                                                                                              $1,433,731       $1,342,829
                                                                                              ==========       ==========
</TABLE>

            The above notes are all collateralized by the equipment and/or
            furniture purchased. The capitalized leases payable are
            lease/purchase agreements with a small purchase price at the end of
            the lease. The above notes are represented by 34 Notes Payable to 16
            Payees. Long- term debt at June 30, 2003, in the amount of
            $1,178,184 and reduced by subsequent payments to $1,084,866 was paid
            in full on September 22, 2003 (See Note 25).

            Maturities on the Notes Payable subsequent to June 30, 2003 are as
            follows:

                 For the Year Ending                          Principal
                      June 30,                                 Amount
                      --------                                 ------
                        2004                                $ 1,225,501
                        2005                                     78,476
                        2006                                     71,028
                        2007                                     42,363
                        2008                                     16,363
                                                            -----------
                        Total                               $ 1,433,731
                                                            ===========

                                      F-20
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 7      Income Taxes
------      ------------

            Effective January 1, 1997 the Company adopted Statement of Financial
            Accounting Standards No. 109, Accounting for Income Taxes.

            The differences between the statutory Federal Income Tax and Income
            Taxes is accounted for as follows:

                                                              2003
                                                     ---------------------
                                                       Amount      Percent
                                                     ---------    --------

Statutory Federal Income Tax                         $ 204,432        34.0%
Federal Income Tax Reduction due to Carryforward
   loss                                               (199,165)
State Income Tax                                        45,258         5.9
State Income Tax (Note X)                               45,091
State Income Tax Reduction due to Carryforward
   loss                                                (42,834)
                                                     ---------    --------

Income Taxes                                         $  52,782        39.9%
                                                     =========    ========

Income Taxes consist of:

 Current                                             $  45,258
 Deferred                                                7,524
                                                     ---------
    Total                                            $  52,782
                                                     =========

(Note X)    The State of New Jersey has suspended the use of carryforward losses
            for the years 2002 and 2003. As such, state income taxes of $45,091
            have been shown as a deferred asset and as income taxes payable. New
            Jersey carryforward is treated separately by the Company. Able Oil
            Company has a New Jersey Operating Loss of $501,010 which can not be
            utilized in the current year ended June 30, 2003, the State Income
            Tax on income in excess of the NOL $45,258 is shown as state income
            tax. Under current New Jersey law, the carryforward will be
            available after 2003, the Company's fiscal year ending June 30,
            2005.

                                      F-21
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 7      Income Taxes (cont'd)
------      ---------------------

<TABLE>
<CAPTION>
                                                    2002                     2001
                                            ---------------------    ----------------------
                                                       Percent of               Percent of
                                                         Pretax                   Pretax
                                             Amount      Income       Amount      Income
                                            --------    --------     --------    --------
<S>                                         <C>         <C>          <C>         <C>
Statutory Federal Income Tax (Benefits)     $ (5,608)      (15.0%)   $(11,605)      (15.0%)

Increase resulting from State Income
Tax, net of Federal Tax Benefit               (2,429)       (7.6%)     (5,030)       (7.6%)
                                            --------    --------     --------    --------

Income Taxes (Benefits)                     $ (8,037)      (22.6%)   $(16,635)      (22.6%)
                                            ========    ========     ========    ========

Income Taxes consist of:

 Current                                          --                       --
 Deferred                                   $ (8,037)                $(16,635)
                                            --------                 --------
    Total                                   $ (8,037)                $(16,635)
                                            ========                 ========
</TABLE>

            The types of temporary differences between the tax bases of assets
            and liabilities and their financial reporting amounts that give rise
            to a significant portion of the deferred tax liability and deferred
            tax asset and their approximate tax effects are as follows at:

                                                       June 30, 2003
                                                 ---------------------------
                                                  Temporary           Tax
                                                 Difference         Effect
                                                 ----------       ----------

Depreciation and Amortization                    $(241,993)       $ (70,310)
Allowance for Doubtful Accounts                    279,913           69,742
Gain on Sale of Subsidiary                          18,766            4,035
New Jersey Net Operating Loss Carryforward         501,010           45,091
(See Note X, Prior Page)

                                                       June 30, 2002
                                                 ---------------------------
                                                  Temporary           Tax
                                                 Difference         Effect
                                                 ----------       ----------

Depreciation and Amortization                    $(169,441)       $ (54,712)
Allowance for Doubtful Accounts                    242,358           61,668
Gain on Sale of Subsidiary                          18,766            4,035


                                      F-22
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 7      Income Taxes (cont'd)
------      ---------------------

            Able Energy, Inc., et al, open years are December 31, 1999, 2000 and
            June 30, 2001 and 2002. The Company has a Federal net operating loss
            carryforward of approximately $2,740,000. The net operating loss
            expires between June 30, 2019 and 2021.

            These carryforward losses are available to offset future taxable
            income, if any. The Company's utilization of this carryforward
            against future taxable income is subject to the Company having
            profitable operations or sale of Company assets which create taxable
            income. For the year ended June 30, 2003, $660,741 of net income has
            been utilized against the net operating loss carry forward. At this
            time, the Company believes that a full valuation allowance should be
            provided. The component of the deferred tax asset as of June 30,
            2003 are as follows:

                Net Operating Loss Carryforward - Tax Effect          $728,205
                Valuation Allowance                                   (728,205)
                                                                      --------
                Net Deferred Tax based upon Net

                    Operating Loss Carryforward                       $    -0-
                                                                      ========

Note 8      Note Receivable - Subsidiary
------      ----------------------------

            The Company has a Note Receivable from PriceEnergy.Com, Inc. for
            advances made in the development of the business, including hardware
            and software costs. All of PriceEnergy.Com, Inc.'s assets are
            pledged as collateral to Able Energy, Inc. The amount of the note is
            $1,350,000 dated November 1, 2000 with interest at 8% per annum
            payable quarterly. Principal payments to begin two years after the
            date of the Note, November 1, 2002. Through March 31, 2003, no
            principal has been paid. Interest, in the amount of $54,000 has been
            accrued for the nine months ended March 31, 2003. No interest was
            accrued for the six months ended June 30, 2003 as the note is non
            performing. Unpaid accrued interest due through June 30, 2003 is
            $234,000. The Note, accrued interest and interest expense have been
            eliminated in the consolidated financial statements (See Notes 1 and
            13). Able Oil Company has a Note Receivable originally dated
            September 30, 2002 in the amount of $1,510,372.73 from
            PriceEnergy.Com, Inc. The Note has been updated for transactions
            during the nine months ended June 30, 2003, resulting in a balance
            of $2,057,525 with interest at 8% per annum, to be paid quarterly,
            and was paid in the amount of $30,000. Principal payments to begin
            one year after date of Note, October 1, 2003, and continue monthly
            thereafter. The Note is the result of the transference of the unpaid
            accounts receivable which resulted from the sale of heating oil
            through PriceEnergy.Com, Inc. Able Oil Company has a second position
            as collateral in all of the assets of PriceEnergy.Com, Inc. to Able
            Energy, Inc. Interest in the amount of $30,000 has been recorded at
            June 30, 2003. No interest has been recorded for the six months
            ended June 30, 2003. Any payments will go to pay principal. The note
            receivable accrued interest and interest income have been eliminated
            in consolidation against the amounts on PriceEnergy.Com, Inc.

                                      F-23
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 9      Profit Sharing Plan
------      -------------------

            Effective January 1, 1997, Able Oil Company established a Qualified
            Profit Sharing Plan under Internal Revenue Code Section 401-K. The
            Company matches 25% of qualified employee contributions. The expense
            was $24,213 (2003) and $30,276 (2002), for the year ended June 30.

Note 10     Commitments and Contingencies
-------     -----------------------------

            The Company is subject to laws and regulations relating to the
            protection of the environment. While it is not possible to quantify
            with certainty the potential impact of actions regarding
            environmental matters, in the opinion of management, compliance with
            the present environmental protection laws will not have a material
            adverse effect on the financial condition, competitive position, or
            capital expenditures of the Company.

            In accordance with the agreement on the purchase of the property on
            Route 46, Rockaway, New Jersey by Able Energy Terminal, LLC, the
            purchaser shall commence after the closing, the investigation and
            remediation of the property and any hazardous substances emanating
            from the property in order to obtain a No Further Action letter from
            the New Jersey Department of Environmental Protection (NJDEP). The
            purchaser will also pursue recovery of all costs and damages related
            thereto in the lawsuit by the seller against a former tenant on the
            purchased property. Purchaser will assume all responsibility and
            direction for the lawsuit, subject to the sharing of any recoveries
            from the lawsuit with the seller, 50-50.

            The seller by reduction of its mortgage will pay costs related to
            the above up to $250,000 (see Note 6). A settlement has been
            achieved by the Company with regard to the lawsuit. The settlement
            provides for a lump sum payment of $397,500 from the defendants to
            the Company. In return, the defendants received a release from the
            Estate (the Seller) and a release and indemnification from the
            Company. The defendants provided a release to Able Energy and the
            Estate. Pursuant to the original agreement, the Estate receives 50%
            of the settlement amount, net of attorney fees.

            This has been amended by an agreement dated November 5, 2001. The
            entire settlement, net of attorney fees, was collected and placed in
            an attorney's escrow account for payment of all investigation and
            remediation costs. Able Energy Terminal, LLC has incurred costs of
            $96,435 to June 30, 2003 which are included in Prepaid Expenses and
            must be presented to the attorney for reimbursement. Per management,
            certain items such as a performance bond are being finalized, then
            reimbursement can be made.

            The costs of the cleanup pursuant to the Agreement of Sale must be
            shared equally (50/50) by the seller and purchaser up to Seller's
            cap of $250,000. Seller's contribution to the cleanup is in the form
            of a reduction to the Note and not by direct payments. In the
            opinion of management, the Company will not sustain costs in this
            matter which will have a material adverse effect on its financial
            condition.

                                      F-24
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 10     Commitments and Contingencies (cont'd)
-------     --------------------------------------

            Able Oil Company is under contract to purchase #2 oil as follows:

<TABLE>
<CAPTION>
                                                                                            Gallons Open      Open Dollar
                                                                                             Commitment       Commitment
          Company                                     Period              Total Gallons      at 6/30/03       at 6/30/03
          -------                                     ------              -------------      ----------       ----------
<S>                                             <C>                       <C>                <C>              <C>
          Total Energy  Solutions, LLC          10/1/03 - 4/30/04             294,000          294,000         $214,431
          Conectiv Energy                       11/1/03 - 3/31/04             210,000          210,000          169,554
                                                                             --------          -------         --------

          Total                                                               504,000          504,000         $383,985
                                                                              =======          =======         ========
</TABLE>

            Price Energy.Com, Inc., a subsidiary, has commenced suit against
            ThinkSpark Corporation on Consulting Services Agreement, dated June
            2, 2000. ThinkSpark has filed a counterclaim. On January 11, 2002,
            Price Energy and ThinkSpark agreed to settle their dispute. Price
            Energy will pay ThinkSpark $30,000 and there will be mutual releases
            of all claims as well as dismissals of the pending actions in New
            Jersey and Texas. The liability as of June 30, 2003 has been paid in
            full.

            Following an explosion and fire that occurred at the Able Energy
            Facility in Newton, NJ on March 14, 2003 (see Note 20), and through
            the subsequent clean up efforts, Able Energy has cooperated fully
            with all local, state and federal agencies in their investigations
            into the cause of this accident.

            On April 2, 2003, Able Energy received a Notice Of Violation from
            the New Jersey Department of Community Affairs ("DCA") citing a
            total of 13 violations to the New Jersey Administrative Code,
            Liquefied Petroleum Gas. Twelve of the violations were assessed a
            penalty of $500 each. One of the violations, regarding the liquid
            transfer from one truck to another truck, was assessed a penalty of
            $408,000, a second notice was received on April 29, 2003, for an
            alleged violation on April 12, 2003, and a fine of $5,500 was
            assessed for a total of $419,500.

            The DCA document is currently under review by counsel. Based upon
            initial review, the company disagrees with many of the findings of
            the report and disputes many of the allegations. The company has
            contested the DCA Notice of Violation and the assessed penalties.
            Counsel and the DCA have had several meetings and hearings are
            currently docketed in the Office of Administrative Law.

            Other violations have been sited by the NJ DCA after June 30, 2003.
            The penalties assessed amount to $4,000. The Company has appealed
            the assessments to the Office of Administrative Law.

            The Sussex County, New Jersey, Prosecutor's Office is conducting and
            investigation as a result of the March 14, 2003 explosion and fire.
            No determination has been made with respect to its investigation.

                                      F-25
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002

Note 10     Commitments and Contingencies (cont'd)
-------     --------------------------------------

            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. Per legal counsel, it is too
            early in the process to assess the outcome, in their opinion, the
            matter will not be certified as a Class Action.

            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 are
            approximately 200 claims being handled and adjusted with reserves
            for losses established as deemed appropriate by the insurance
            carrier.

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

Note 11     Operating Lease
-------     ---------------

            Able Energy Terminal, LLC, has acquired the following lease on the
            property it purchased on Route 46 in Rockaway, New Jersey.

            The lease with Able Oil Company, a wholly owned subsidiary of Able
            Energy, Inc., has an expiration date of July 31, 2004. The lease
            provides for a monthly payment of $1,200 plus a one cent per gallon
            through put, as per a monthly rack meter reading.

            Estimated future rents are $14,400 per year, plus the one cent per
            gallon through put charges per the monthly rack meter readings.

            The Company leased 9,800 square feet in the Rockaway Business Centre
            on Green Pond Road in Rockaway, New Jersey. The facility will be
            used as a call center and will combine the administrative operations
            in New Jersey in one facility. The lease has a term of five (5)
            years from August 1, 2000 through July 31, 2005.

            The rent for the first year is $7,145.83 per month and the second
            through fifth year is $7,431.67 per month, plus 20.5% of the
            building's annual operational costs and it's portion of utilities.
            The current monthly rent, including Common Area Charges, is
            $9,799.04 per month.

                                      F-26
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 11     Operating Lease (cont'd)
-------     ------------------------

            The lease does not contain any option for renewal. The rent expense
            was $116,138 for the year ended June 30, 2003. The estimated future
            rents are as follows:

                  Year Ended June 30,
                  -------------------

                          2004                                  $ 117,588
                          2005                                    117,588
                          July 2005                                 9,799
                                                                ---------
                                   Total                        $ 244,975
                                                                =========

            The following summarizes the month to month operating leases for the
            other subsidiaries:

                  Able Oil Melbourne       $500.00, per month
                                           Total rent expense, $6,000

                  Able Energy New York     $800.00, per month, from January 1,
                                                    2003, $600 per month the
                                                    prior six months
                                           Total rent expense, $8,400

Note 12     Franchising
-------     -----------

            The Company sells franchises permitting the operation of a
            franchised business specializing in residential and commercial sales
            of fuel oil, diesel fuel, gasoline, propane and related services.
            The Company will provide training, advertising and use of Able
            credit for the purchase of product, among other things, as specified
            in the Agreement. The franchisee has an option to sell the business
            back to the Company after two (2) years of operations for a price
            calculated per the Agreement.

            The Company signed its first franchise agreement in September 2000.
            On June 29, 2001, PriceEnergy.Com Franchising, LLC, a subsidiary,
            signed its first franchise agreement. The franchisee will operate a
            B-franchised business, using the proprietary marks and a license
            from PriceEnergy.Com, Inc. and will establish the presence of the
            franchisee's company on the PriceEnergy Internet Website. The
            franchisee will have the exclusive territory of Fairfield County,
            Connecticut as designated in the agreement. The franchisee paid the
            following amounts in July 2001:

                  1.    A non-refundable franchise fee of $25,000.

                  2.    An advertising deposit of $15,000 and a $5,000 escrow
                        deposit.

            The non-refundable fee of $25,000 has been recorded as Other Income
            in the period ended December 31, 2001. The advertising deposit was
            credited to advertising expense in the year ended June 30, 2002. The
            $5,000 Escrow Deposit was returned in September 2002.

                                      F-27
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 13     Related Party Transactions
-------     --------------------------

            $44,690 is due from the major Shareholder/Officer of the Company.
            This amount is evidenced by a Note bearing interest at a rate of 6%
            between the Shareholder and the Company. This Shareholder has loaned
            the Company a total of $380,000 as of June 30, 2003, as evidenced by
            a Demand Note with interest at 6% per annum, which can be paid all
            or in part at any time without penalty. The balance of the new note
            is $366,320 at June 30, 2003. Interest expense has been accrued in
            the amount of $5,495.

            The following officers of this Company own stock in the subsidiary,
            PriceEnergy.Com, Inc., which they incorporated in November 1999.

                  Chief Executive Officer                 23.5%
                  President                                3.6%

            No capital contributions have been made by these officers (See Notes
            1 and 8).

Note 14     Earnings Per Share
-------     ------------------

            The shares used in the computation of the Company's basic and
            diluted Earnings Per Common Share are as follows:

<TABLE>
<CAPTION>
                                                         June 30,      June 30,      June 30,
                                                           2003          2002         2001
                                                        ---------     ---------     ---------
<S>                                                     <C>           <C>           <C>
            Weighted Average of Common
               Shares Outstanding Used in Basic
                 Earnings Per Share                     2,012,708     2,001,332     2,000,000

            Dilutive Effect of:
                Employee Stock Options                     38,992            --            --
                Stock Warrants                                 --            --            --
                                                        ---------     ---------     ---------
            Weighted Average Common Shares
                 Outstanding Used in Diluted
                  Earnings Per Share                    2,051,700     2,001,332     2,000,000
                                                        =========     =========     =========
</TABLE>

            Weighted average common shares outstanding, assuming dilution,
            includes the incremental shares that would be issued upon the
            assumed exercise of stock options, and stock warrants. For 2003,
            approximately 396,848 of the company's stock options and stock
            warrants were excluded from the calculation of diluted earnings per
            share because their inclusion would have been anti- diluted, 285,840
            (2002) 285,840 (2001). These options and warrants could be dilutive
            in the future. The numerator for the calculation of both basic and
            diluted earnings per share is the earnings or loss available for
            common stockholders. The above table shows the denominator for basic
            and diluted earnings per share.

                                      F-28
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 15     Stock Option Plans
-------     ------------------

            The Company has stock option plans under which stock options may be
            issued to officers, key employees, and non-employee directors to
            purchase shares of the Company's authorized but unissued common
            stock. The Company also has a stock option plan under which stock
            options may be granted to employees and officers.

            Options granted currently expire no later than 3 to 5 years from the
            grant and have vesting periods from none to 25% at grant and 25%
            each anniversary.

                                              Outstanding Options
                                 ----------------------------------------------
                                 Number of Shares    Exercise Price     Term
                                 ----------------    --------------   ---------
            January 6, 2000
               Grants                  56,000             $5.00        5 years
               Exercises                    0

            December 1, 2000
               Grants                  48,090             $3.25        3 years
               Exercises                1,250

            December 21, 2000
               Grants                  60,000             $1.80        5 years
               Exercises                    0

               Grants                  23,000             $2.25        5 years
               Exercises                    0

            October 22, 2002
               Grants                  50,000             $3.00        5 years
               Exercises                    0

Note 16     Stock Warrants
-------     --------------

            The Company has issued stock warrants as follows:

      1.    60,000 Common Stock Purchase Warrants at $4.81 per share, effective
            August 31, 2000, and expiring August 31, 2005, to Andrew Alexander
            Wise & Company in connection with an investment banking advisory
            agreement with the Company, dated July 1, 2000.

      2.    40,000 Common Stock Purchase Warrants at $4.00 per share, effective
            June 26, 2001 and expiring June 26, 2004, in connection with a
            $500,000 Note Payable (See Note 5). These warrants have not been
            registered under the Securities Act of 1933.

                                      F-29
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 16     Stock Warrants (cont'd)
-------     -----------------------

      3.    100,000 Common Stock Purchase Warrants at $4.00 per share, effective
            September 13, 2002, and expiring September 13, 2004, in connection
            with a $750,000 Note Payable (see Note 5).

            The 200,000 warrants to purchase shares of common stock were
            outstanding during the second quarter of 2003 and were not included
            in the computation of diluted EPS as the warrants' were all higher
            than the average stock price of $3.28, and would have been
            anti-diluted (See Note 14). These warrants have not been registered
            under the Securities Act of 1933.

Note 17     Stock Issuance
-------     --------------

            During the quarter ended September 30, 2002, 6000 shares of Common
            Stock were issued to the directors for services rendered during the
            year 2001, and charged at the fair market value as Directors' Fees.
            The share price was $4.00 per share for a total Directors' Fees of
            $24,000.

Note 18     Compensated Absences
-------     --------------------

            There has been no liability accrued for compensated absences; as in
            accordance with Company policy, all compensated absences, accrued
            vacation and sick payment must be used by December 31st. At June 30,
            2003, any amount for accrual of the above is not material and has
            not been computed.

Note 19     Cash Flow Information
-------     ---------------------

            The Directors received Common Stock as payment of Directors' Fees,
            $24,000. No cash was received or paid. The Company lost fixed assets
            in the explosion at its Newton, NJ facility. As of June 30, 2003,
            there is no direct effect on cash of $239,497. Penalties were
            assessed of $435,500, no payment has been made as of June 30, 2003.

Note 20     Other Events
-------     ------------

            On March 14, 2003, Able Energy experienced an explosion and fire at
            its Newton, New Jersey facility that resulted in the destruction of
            an office building on the site, as well as damage to 18 company
            vehicles and neighboring properties. Fortunately, there were no
            serious physical injuries.

            The results of the company's investigation indicate that the
            explosion was an accident that occurred as a result of a combination
            of human error and mechanical malfunction.

                                      F-30
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 20     Other Events (cont'd)
-------     ---------------------

            The Company was able to resume operations the following morning from
            other company facilities, avoiding any interruption of service to
            customers. Based upon current loss information, the company believes
            that the amount of its insurance coverage is sufficient to cover its
            potential liabilities for losses and damage.

            Final clean-up of the site has concluded. Future plans for the
            Newton facility have not yet been determined.

Note 21     Insurance Claim
-------     ---------------

            The Company suffered a loss of a building, trucks, leasehold
            improvements, product inventory and equipment as well as cost of
            cleanup and restoration. The Company has filed an insurance claim.
            The insurance adjusters are in the process of finalizing the amounts
            to be paid to the Company. The estimated costs are $854,313 and is
            currently shown as an Insurance Claim Receivable and deferred costs
            insurance claims on the balance sheet. Management anticipates the
            insurance recovery will cover the company costs. The following is a
            summary of insurance claims filed:

                 Building (commercial property)                     $349,526
                 Contents                                            443,411
                 Vehicles                            $302,674
                 Paid by June 30, 2003                 144,032       158,642
                                                     ---------      --------
                                  Total                             $951,579
                                                                    ========

            The above amounts were submitted as claims but do not represent a
            settlement with the insurance carriers, except for the commercial
            property settlement. A partial payment of $160,934.37 was received
            on July 22, 2003, related to the commercial property. Vehicle
            payments of $66,729.62 were received subsequent to June 30, 2003.

Note 22     Other Expense
-------     -------------

            The Company has been assessed a penalty by the New Jersey Department
            of Community Affairs (DCA) (see Note 10) in the total amount of
            $419,500. A penalty has been assessed by OSHA (See Note 25) in the
            amount of $16,000. The total of $435,500 has been recorded as Other
            Expense and an accrued liability.

Note 23     Business Segment Information
-------     ----------------------------

            The Company does not have separate operating financial segments. The
            financial information is evaluated on a company wide basis. As such,
            no segment reporting is prepared for internal use.

                                      F-31
<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                             JUNE 30, 2003 AND 2002
                             ----------------------

Note 24     Other Income
-------     ------------

            The Company has realized the following gains on insurance claims
            which have been finalized (See Note 21).

                  Building (Commercial Property)                $198,888
                  Vehicles                                        16,252
                                                                --------
                                          Total                 $215,140
                                                                ========

Note 25     Subsequent Events
-------     -----------------

            Company personnel met with personnel of the United States
            Occupational Safety and Health Administration ("OSHA") on September
            12, 2003. OSHA has conducted an investigation relating to the safety
            practices of the Company, including such practices relating to the
            March 14, 2003 explosion and fire. OSHA has informed the Company it
            will be assessed a penalty of $16,000 based upon violations sited.

            On September 22, 2003, the Company closed a new loan facility with
            UPS Capital Business Credit. The facility is a $4,300,000 term loan,
            payable over fifteen (15) years with interest at the prime rate plus
            1.75%, and a Line of Credit of $700,000 with interest at prime rate
            plus 1.00%. The Company paid the following loans on September 22,
            2003:

<TABLE>
<S>                                                  <C>         <C>
                  Fleet Bank                         $ 1,340,644 (including interest and fees of $70,644)
                  KMA Associates                         750,000
                  Jeff Will                              505,000 (including interest of $5,000)
                  Estate of Birdsal                      657,895 (including interest of $7,895)
                  Long-term Debt                       1,084,866
                                                     -----------
                          Total Refinance              4,338,405
                  Other Fees Paid at Closing             133,911
                                                     -----------
                          Total                      $ 4,472,316
                                                     ===========
</TABLE>

            The loan advanced was $4,300,000, the balance of $172,316 was paid
            by the Company

                                      F-32
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including the chief executive officer, or CEO, and chief
financial officer, or CFO, of the effectiveness of the design and operation of
our disclosure procedures. Based on that evaluation, our management, including
the CEO and CFO, concluded that our disclosure controls and procedures were
effective as of June 30, 2003. There have been no significant changes in our
internal control over financial reporting in the fourth quarter of 2003 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows:

------------------------- ------------- ----------------------------------------
NAME                           Age      Position
------------------------- ------------- ----------------------------------------
Timothy Harrington              36      Chief Executive Officer, Chairman of the
                                        Board and Secretary
------------------------- ------------- ----------------------------------------
Christopher P. Westad           49      President, Chief Financial Officer and
                                        Director
------------------------- ------------- ----------------------------------------
James Purcaro                   41      Director
------------------------- ------------- ----------------------------------------
Gregory Sichenzia               41      Director
------------------------- ------------- ----------------------------------------
Patrick O'Neill                 43      Director
------------------------- ------------- ----------------------------------------
Edward C. Miller, Jr.           36      Director
------------------------- ------------- ----------------------------------------

Set forth below is a brief background of the executive officers and directors of
the Company, based on information supplied by them.

TIMOTHY HARRINGTON, serves as the Company's Chief Executive Officer, Chairman of
the Board, and Secretary. In 1989, Mr. Harrington founded Able Oil Company,
Inc., and since that time, has served as Able Oil's President, Chief Executive
Officer and Chairman of the Board. Mr. Harrington has also served as the Chief
Executive Officer and Chairman of the Board of Directors of Able Energy, Able
Melbourne and Able Propane since their respective inception.

CHRISTOPHER P. WESTAD, serves as the President, Chief Financial Officer and a
Director of the Company. Since September 1996, Mr. Westad has served as the
President of Able Propane, and since July of 1998, President of Able Energy,
Inc. From 1991 through 1996, Mr. Westad was a Market Manager and Area Manager
for Ferrellgas Partners, L.P., a company engaged in the retail distribution of
liquefied petroleum gas. From 1977 through 1991, Mr. Westad served in a number
of management positions with RJR Nabisco. In 1975, Mr. Westad received a
Bachelor of Arts in Business and Public Management from Long Island
University--Southampton, New York.

JAMES PURCARO, has served as a director to the Company since September 1999.
Since 1986, Mr. Purcaro has served as the president and chief executive officer
of Kingsland Trade Print Group, Inc., a commercial printing company.

GREGORY SICHENZIA, has served as a director to the Company since August 1999.
Mr. Sichenzia is a partner of the law firm of Sichenzia, Ross Friedman, and
Ferrence LLP in New York, New York and has been since May 1998. Prior to that he
had been a partner of Singer Zamansky LLP in New York, New York, since November
1996. Prior to that he had been an associate attorney at Schneck Waeltman
Hashmall & Mischel LLP in New York City, since 1994.

PATRICK O'NEILL, has served as a director to the Company since August 1999. Mr.
O'Neill has served as the President of Fenix Investment and Development, Inc., a
real estate company based in Parsippany, New Jersey for the past five years.
Prior to this, Mr. O'Neill served as Vice President of Business Development for
AvisAmerica, a Pennsylvania based home manufacturer. Mr. O'Neill holds a B.S.
from the United States Military Academy, and has been awarded the Army
Achievement Medal for his work with the Army Corps of Engineers..

EDWARD C. MILLER, JR., has served as a director to the Company since February
2000. Mr. Miller has served as the Director of Marketing for the law firm of
Norris, McLaughlin & Marcus, P.A., located in Somerville, New Jersey since
September 1999. Prior to that, Mr. Miller served as Practice Development
Coordinator at the law firm of Riker, Danzig, Scherer, Hyland & Perretti, LLP
since May 1991. Mr. Miller holds a B.S. in Marketing Management from Syracuse
University School of Management.


COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established a Compensation Committee and an Audit
Committee consisting of at least two directors who

<PAGE>

are not salaried officers of the Company.

The purpose of the Compensation Committee is to review the Company's
compensation of its executives, to make determinations relative thereto and to
submit recommendations to the Board of Directors with respect thereto. The
Compensation Committee also selects the persons to whom options to purchase
shares of the Company's Common Stock under the 1999 Stock Option Plan will be
granted and to make various other determinations with respect to such Plan.

The purpose of the Audit Committee is to provide general oversight of audit,
legal compliance and potential conflict of interest matters.

COMPENSATION OF DIRECTORS

The Company recently paid compensation to the directors in the amount of 2,000
common shares of common stock in the Company for acting in such capacity..

Directors serve until the next annual meeting of stockholders or until their
successors are elected and qualified. Officers serve at the discretion of the
Board of Directors. Directors are reimbursed for travel expenses.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2003, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that failed to file reports required by Section 16(a) of
the Securities Exchange Act of 1934 on a timely basis during fiscal year 2003.

CODE OF ETHICS

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain summary information with respect to the
compensation paid to the Company's Chief Executive Officer and President for
services rendered in all capacities to the Company for the fiscal years ending
2003, 2002, and 2001. Other than as listed below, the Company had no executive
officers whose total annual salary and bonus exceeded $100,000 for that fiscal
year:

<TABLE>
<CAPTION>
-------------------------------------------------------------------- -----------------------------------------------
                        ANNUAL COMPENSATION                                      LONG-TERM COMPENSATION
                                                                     ------------------------- ---------------------
                                                                              Awards                 Payouts
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
     Name and         Year    Salary ($)   Bonus ($)  Other Annual   Restricted   Securities   LTIP       All,
Principal Position                                    Compensation   Stock Award  Underlying   Payouts    Other
                                                           ($)                     Options /      ($)     Compen-
                                                                                   SARs (#)               sation ($)
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
<S>                   <C>       <C>          <C>       <C>                <C>          <C>         <C>        <C>
Timothy               2003      225,000      25,825     9,560 (1)
Harrington,
Chief
Executive Officer     2002      225,000      19,033     7,284
                    --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
                      2001      225,000      14,890     7,284 (1)
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Christopher P.        2003      100,000       6,064     5,035
Westad,
President
                    --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
                      2002      100,000       6,360     5,035 (1)         -            -           -          -
                    --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
                      2001      100,000       5,746     5,035             -            -           -          -
                                                   -------------
</TABLE>



(1) Represents car allowance and travel expense reimbursements pursuant to his
employment agreement with the Company.

OPTION GRANTS

No option grants were made to our executive officers during fiscal year ended
June 30, 2003.

No named executive held unexercised options as at June 30, 2003.

EMPLOYMENT ARRANGEMENTS

Timothy Harrington and Christopher P. Westad have three year employment
agreements with the Company. Timothy Harrington is retained as Chief Executive
Officer of the Company at an annual salary of $225,000. Christopher Westad is
retained as President of the Company at an annual salary of $100,000. Each of
the Messrs. Harrington and Westad are entitled to bonuses pursuant to their
employment agreements if the Company meets certain financial targets based on
sales, profitability and good management goals as predetermined by the Board of
Directors or compensation committee and other subjective criteria as determined
by the Board of Directors or compensation committee. Such bonuses, plus all
other bonuses payable to the executive management of the Company, shall not
exceed in the aggregate, a "bonus pool" which shall equal up to 5% of the
Company's earnings before taxes, depreciation and amortization ("EBITDA") for
1999, provided the Company achieves at least $800,000 in EBITDA, 10% of EBITDA
for 2,000 and 2001, provided the Company achieves at least $3,000,000 and
$5,000,000, respectively, of EBITDA in each of such years. The employment
agreements also provide for reimbursement of reasonable business expenses.
Timothy Harrington also receive additional compensation including Company
automobile, insurance and retirement savings matched contributions by the
Company and such other perquisites as are customary. The employment agreements
for each of Messrs. Harrington and Westad contain a covenant not to compete
whereby Messrs. Harrington and Westad agree, for the term of the employment
agreements and until one year following the termination of the agreements, not
to (i) persuade any customer of the Company to cease or reduce the amount of
business it does with the Company; (ii) solicit the Company's customers for
their own benefit; or (iii) persuade any of the Company's employees to leave the
employ of the Company.

<PAGE>

In the event that there is a change in control of the Company, through an
acquisition where any person acquires more than 50% of the shares of the
Company, a consolidation or merger with another corporation resulting in at
least 50% of the voting shares of the surviving corporation being controlled by
a new acquirer or the sale directly or otherwise of all of the assets of the
Company to a third party in a non-distress situation, then the Company shall pay
to Timothy Harrington a lump sum payment equal to one year's salary.

EMPLOYEE BONUS POOL

The Company has adopted an Employee Bonus Pool, pursuant to which Management
may, at its own discretion, award employees for exemplary performance. The
Company has allocated $25,000, $40,000 and $50,000 for the years 1999, 2000 and
2001, respectively, for such purposes. Management may not, however, award
employees bonuses from the Employee Bonus Pool (i) if such bonuses would result
in negative earning before taxes for the year in which such bonuses are to be
granted, or (ii) if the Company does not have net profits in such year.

EMPLOYEE STOCK OPTION PLAN

The Company has adopted a Stock Option Plan (the "1999 Plan"), pursuant to which
300,000 shares of Common Stock are reserved for issuance.

The 1999 Plan is administered by the board of directors, or by a committee with
at least two directors as delegated by the board of directors who determine
among other things, those individuals who shall receive options, the time period
during which the options may be partially or fully exercised, the number of
shares of Common Stock issuable upon the exercise of the options and the option
exercise price.

The 1999 Plan's duration is for a period of ten years. Options under the 1999
Plan must be issued within ten years from the effective date of the 1999 Plan.
Options may be granted to officers, directors, consultants, key employees,
advisors and similar parties who provide their skills and expertise to the
Company. Options granted under the 1999 Plan may be exercisable for up to ten
years, may require vesting, and shall be at an exercise price all as determined
by the board. Options will be non-transferable except to an option holder's
personal holding company or registered retirement savings plan and except by the
laws of descent and distribution or a change in control of the Company, as
defined in the 1999 Plan, and are exercisable only by the participant during his
or her lifetime. Change in control includes (i) the sale of substantially all of
the assets of the Company and merger or consolidation with another, or (ii) a
majority of the board changes other than by election by the shareholders
pursuant to board solicitation or by vacancies filled by the board caused by
death or resignation of such person.

If a participant ceases affiliation with the Company by reason of death,
permanent disability or the retirement of an Optionee either pursuant to a
pension or retirement plan adopted by the Company or on the normal retirement
date prescribed from time to time by the Company, the option remains exercisable
for three months from such occurrence but not beyond the option's expiration
date. Other termination gives the participant three months to exercise, except
for termination for cause which results in immediate termination of the option.

Options granted under the 1999 Plan, at the discretion of the compensation
committee or the board, may be exercised either with cash, by certified check or
bank cashier's check, Common Stock having a fair market equal to the cash
exercise price, the participant's promissory note, or with an assignment to the
Company of sufficient proceeds from the sale of the Common Stock acquired upon
exercise of the Options with an authorization to the broker or selling agent to
pay that amount to the Company, or any combination of the above.

The exercise price of an option may not be less than the fair market value per
share of Common Stock on the date that the option is granted in order to receive
certain tax benefits under the Income Tax Act of United States (the "ITA"). The
exercise price of all future options will be at least 100% of the fair market
value of the Common Stock on the date of grant of the options. A benefit equal
to the amount by which the fair market value of the shares at the time the
employee acquires them exceeds the total of the amount paid for the shares or
the amount paid for the right to acquire the shares shall be deemed to be
received by the employee in the year the shares are acquired pursuant to
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the
benefit as calculated above. If the exercise price of the option is less than
the fair market value at the time it is granted, no deduction under paragraph
110(1)(d) is permitted. Options granted to any non-employees, whether directors
or consultants or otherwise will confer a tax benefit in contemplation of the
person becoming a shareholder pursuant to subsection 15(1) of the ITA.

<PAGE>

Any unexercised options that expire or that terminate upon an employee's ceasing
to be employed by the Company become available again for issuance under the 1999
Plan.

The 1999 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of Common Stock reserved for
issuance upon the exercise of options granted under the 1999 Plan may not be
increased without the consent of the shareholders of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 30, 2003, certain information
concerning beneficial ownership of shares of Common Stock with respect to (i)
each person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each director of the Company, (iii) the executive officers of
the Company, and (iv) all directors and officers of the Company as a group:

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

                                    NUMBER OF SHARES     APPROXIMATE PERCENTAGE
                                      BENEFICIALLY         OF COMMON STOCK**
NAME*                                     OWNED
-------------------------------- ---------------------- ------------------------
Timothy Harrington                           1,000,000            50%
-------------------------------- ---------------------- ------------------------
Christopher Westad                                  --             --
-------------------------------- ---------------------- ------------------------
All Officers and Directors as a              1,000,000            50%
Group (2 persons)
-------------------------------- ---------------------- ------------------------

* Except as noted above, the address for the above identified officers and
directors of the Company is c/o Able Energy, Inc., 198 Green Pond Road,
Rockaway, New Jersey 7866.

** Percentages are based upon the assumption that the shareholder has exercised
all of the currently exercisable options he or she owns which are currently
exercisable or exercisable within 60 days and that no other shareholder has
exercised any options he or she owns.

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, our majority-owned subsidiary Price Energy has borrowed money
from us. As of June 30, 2001, the aggregate indebtedness to us was a promissory
note made on November 1, 2000 for $1,350,000. This note bears interest at a rate
of 8% per annum payable quarterly with principal payments beginning on November
1, 2002. Able Energy, Inc. own approximately 70.6% of Price Energy, Timothy
Harrington, our Chief Executive Officer, owns 23%, and Christopher Westad, our
President, owns 3.6%.

On May 10, 2002, we borrowed $55,000 from our Chief Executive Officer, Timothy
Harrington. This amount is evidenced by a demand note bearing interest at a rate
of 6%. Currently, $44,690 is due to Mr. Harrington.

ITEM 14. EXHIBITS, LIST AND REPORTS ON FORM 8-K

The Company has not filed any reports on Form 8-K during the last quarter of the
period covered by this report.

EXHIBITS

The following Exhibits are filed as part of this Report:

         Exhibit
         Number            Description
         ------            -----------

          3.1              Articles of Incorporation of Registrant*

          3.2              By-Laws of Registrant*

          4.1              Specimen Common Stock Certificate*

          5.1              Opinion of Sichenzia, Ross & Friedman LLP***

          10.1             Form of Consulting Agreement with the Walsh Manning
                           Securities, LLC***

          10.2             1999 Stock Option Plan***

          10.3             Lease of Company's Facility at 344 Route 46,
                           Rockaway, New Jersey*

          10.4             Form of employment agreement between the Company and
                           Timothy Harrington, to be executed on or before the
                           Effective Date***

          10.5             Form of employment agreement between the Company and
                           Christopher P. Wested, to be executed on or before
                           the Effective Date***

          10.6             $600,000 Revolving Credit Facility and $350,000 Line
                           of Credit with PNC Bank, National Association dated
                           October 23, 1996, and amendment thereto, dated June
                           12, 1998, extending the Line of Credit to $500,000*

          10.7             $675,000 Term Loan Agreement dated June 11, 1998 by
                           and between the Company and PNC Bank, National
                           Association and exhibits thereto, including Pledge
                           Agreement by and between Timothy Harrington and PNC
                           Bank, Guaranty and Suretyship Agreement by and
                           between the Company and PNC Bank, and Pledge
                           Agreement by and between the Company and PNC Bank*

          10.8             Marketing Alliance Agreement, dated March 1, 1998,
                           between the Company and AllEnergy Marketing Company,
                           L.L.C., wherby the Company obtained the exclusive
                           right to market natural gas supplied by AllEnergy in
                           specified areas**

          10.9             In tank agreement between the Company and Mieco,
                           Inc., dated May 11, 1998, for the storage of the
                           Mieco's petroleum products in the Company's tank
                           facilities**

<PAGE>

          10.10            Form of Company's Pre-Purchase Enrollment Form*

          10.11            Oil Supply Agreement between the Company and Mieco,
                           Inc., dated May 19, 1998**

          10.12            Letter agreement, dated July 3, 1998, between the
                           Company and Mieco, Inc. modifying the Oil Supply
                           Agreement, dated May 19, 1998, whereby the Company
                           agreed to increase the amount of oil purchased from
                           Mieco**

<PAGE>

          10.13            Oil Supply Agreement between the Company and Amarada
                           Hess Corporation, dated July 30, 1998**

          10.14            Oil Supply Agreement between the Company and Bayway
                           (TOSCO) Refining Company, dated March 27, 1998**

          10.15            Oil Supply Agreement between the Company and Koch
                           Refining Company, L.P., dated March 17, 1998**

          10.16            Fuel Purchase Agreement (Natural Gas) between the
                           Company and Ferrellgas, dated September 3, 1996**

          10.17            Fuel Purchase Agreement (Propane) between the Company
                           and Keystone Propane Service, Inc., dated July 28,
                           1998**

          10.18            Lease between the Company and Summit Leasing
                           Corporation ("Summit"), dated December 3, 1997**

          10.19            Franchise Agreement, dated December 31, 1998, between
                           the Company and Andrew Schmidt regarding sale of Able
                           Oil Company Montgomery, Inc. as a franchise***

          10.20            Stock Purchase Agreement, dated December 31, 1998,
                           between the Company and Andrew Schmidt regarding the
                           sale of stock of Able Oil Company Montgomery, Inc. by
                           the Company to Mr. Schmidt***

          10.21            Pledge and Security Agreement, dated December 31,
                           1998, between the Company and Andrew Schmidt
                           regarding the pledge of stock of Able Oil Company
                           Montgomery, Inc.***

          10.22            $140,000 principal amount, 9.5% Promissory Note,
                           dated December 31, 1998, between the Company and
                           Andrew Schmidt regarding the sale of stock of Able
                           Oil Company Montgomery, Inc. by the Company to Mr.
                           Schmidt

          10.23            Stock Sale Agreement, dated December 31, 1998,
                           between the Company and Owl Environmental, Inc.
                           regarding the sale of stock of A&O Environmental
                           Services, Inc. by the Company to Owl Environmental,
                           Inc.*

          21.1             List of Subsidiaries of Registrant*

          31.1             Certification by Chief Executive Officer pursuant to
                           Sarbanes-Oxley Section 302

          31.2             Certification by Chief Financial Officer pursuant to
                           Sarbanes-Oxley Section 302

          32.1             Certification by Chief Executive Officer pursuant to
                           18 U.S. C. Section 1350

          32.2             Certification by Chief Financial Officer pursuant to
                           18 U.S. C. Section 1350


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



(*) Reference is made to the Company's Registration Statement, filing Number
333-51909, filed with the SEC on July 15, 1998.
(**) Reference is made to the Company's Registration Statement, filing Number
333-51909, filed with the SEC on November 6, 1998.
(***) Reference is made to the Company's Registration Statement, filing Number
333-51909, filed with the SEC on April 15, 1999.
(****) Reference is made to the Company's Registration Statement, filing Number
333-51909, filed with the SEC on May 17, 1999.

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 29th day of September, 2003.

                                ABLE ENERGY, INC.



                  /s/ Timothy Harrington
                  Timothy Harrington, Chief Executive Officer,
                  Secretary, and Chairman

                  /s/ Christopher P. Westad
                  Christopher P. Westad, President, Chief
                  Financial Officer, and Director

                  /s/ James Purcaro
                  James Purcaro, Director

                  /s/ Gregory Sichenzia
                  Gregory Sichenzia, Director

                  /s/ Patrick O'Neill
                  Patrick O'Neill, Director

                  /s/ Edward C. Miller, Jr.
                  Edward C. Miller, Jr., Director