SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

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

For the Calendar year ended December 31, 2000

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

                               198 Greenpond Road
                               Rockaway, NJ 07866
              (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-KSB or any  amendment to
this Form 10-KSB [ ]
<PAGE>
     The Issuer's Revenues for the Most Recent Fiscal Year $31,730,760

     The  aggregate  market of the voting  stock held by  non-affiliates  of the
registrant was approximately $2,625,000 as of the close of business on March 22,
2001.

     The number of shares of Common Stock,  $.001 par value,  outstanding  as of
March 2001 was 2,000,000.


Documents Incorporated by Reference:

     Reference is made in Part III of this Report to the Company's  Registration
Statement,  filing Number 333-51909,  filed with the SEC on July 15, 1998, which
is hereby incorporated by reference.

     Reference is made in Part III of this Report to the Company's  Registration
Statement,  filing  Number  333-51909,  filed with the SEC on  November 6, 1998,
which is hereby incorporated by reference.

     Reference is made in Part III of this Report to the Company's  Registration
Statement,  filing Number 333-51909, filed with the SEC on April 15, 1999, which
is hereby incorporated by reference.

     Reference is made in Part III of this Report to the Company's  Registration
Statement, filing Number 333-51909, filed with the SEC on May 17, 1999, which is
hereby incorporated by reference.

     Transitional Small Business Disclosure Format: Yes ______; No _X_____


<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.

         On December 31, 1999, 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.

         Also on December  31,  1999,  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, fuel oil,  propane gas and diesel fuel. In addition to
selling  home  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 diesel fuel, gasoline and
lubricants.

         In  fiscal  year  1998,   sales  of  home  heating  oil  accounted  for
approximately 70% of the Company's revenues.  The remaining 30% of revenues were
from sales of gasoline,  diesel fuel,  kerosene,  propane and related sales. The
Company  serves  approximately  20,000  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  two hours of  request.  Except in
isolated  instances,  the Company does not provide  service to any person who is
not a customer.
<PAGE>
         The  Company  believes  that it obtains  new  customers  and  maintains
existing  customers by offering  full  service home energy  products at discount
prices,  providing  quick response  refueling and repair  operations,  providing
automatic  deliveries  to customers  by  monitoring  historical  use and weather
patterns,  and by providing customers a variety of payment options.  The Company
also regularly provides service  incentives to obtain and retain customers.  The
Company aggressively  promotes its service through a variety of direct marketing
media,  including mail and telemarketing  campaigns,  by providing  discounts to
customers  who refer new  customers  to the  Company,  and  through  an array of
advertising,  including television  advertisements and billboards,  which aim to
increase  brand  name  recognition.  The  Company  believes  that  this  focused
marketing strategy has been key to its success.

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


Retail Fuel Oil

         The  Company's  retail  fuel oil  distribution  business  is  conducted
through its  subsidiaries  Able Oil 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 fuel,  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.  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 19 custom  fuel oil
trucks and six  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 13 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.
<PAGE>
Able Oil

         Able  Oil  was  established  in  1989  and  is  the  Company's  largest
subsidiary,  accounting for approximately 86% of the Company's total revenues in
2000. Able Oil is headquartered in Rockaway,  New Jersey,  and serves just under
23,000 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  90% are
residential customers and 10% are commercial customers.

         Generally,  19 of the Company's fuel oil trucks are reserved for use by
Able Oil, of which 12 trucks operate from the Rockaway facility and seven trucks
operate from the Newton, New Jersey,  facility.  In addition,  Able Oil utilizes
the  services  of six  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 19 fuel oil  delivery  trucks,  and the six  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 and Newton
facilities.  Billing is  conducted  from Able Oil'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 Ablelogo or name.

         Able Oil's oil burner service  operates  exclusively  out of the Newton
facility.  Able Oil  dispatches  a total  of 14  service  vans,  one of which is
subcontracted from an owner-operator.


Able Melbourne

         Able  Melbourne was  established  in July 1996,  and is located in Cape
Canaveral  Florida.   Presently,   revenues  from  Able  Melbourne  account  for
approximately  4% of the Company's  total  revenues.  Able  Melbourne is engaged
primarily  in the sale of diesel  fuel for  commercial  fleet  fueling and other
on-road vehicles,  and dyed diesel fuel, which is used for off-road vehicles and
purposes, including commercial and recreational fishing vessels, heating oil and
generator fuel.  Additionally,  a small portion of Able Melbourne's  revenues is
generated from the sale of home heating oil,  lubricants and lubricant products.
Able Melbourne  serves  approximately  300 customer  accounts in Brevard County,
Florida, primarily in the Cape Canaveral Area.

<PAGE>
         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 2,600 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 60% use propane for hot
water heating and cooking;  approximately 10% use propane for pool heating;  and
approximately  30% 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  truck.  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.
<PAGE>
         PriceEnergy is currently  completing its dealer network  throughout New
York,  Pennsylvania,  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.

         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.
<PAGE>
         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 1997 "El Nino"  caused one of the warmest  winters on record  which  impacted
home heating oil sales during the 1997-1998  winter.  Conversely,  the winter of
2000-2001 was approximately 11% colder than normal, resulting in record revenues
for Able Energy.

         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 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.

         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, Bayway Refining Co., Petron Oil Corporation, Star
Enterprises,  Louis Dreyfus Energy,  Koch Industries,  Co., Valero Marketing and
Supply Co., 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.
<PAGE>
         Two of these suppliers  provided Able Oil with approximately 60% of its
heating oil requirements for the year ended December 31, 1998.

         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  December  31,  1998.  Two  major  suppliers,
Ferrellgas  Partners,  L.P.  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  Freightliner  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 and environmental testing 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 31, 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 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
<PAGE>
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  2000,   sales  of  home  heating  oil  accounted  for
approximately 62% of the Company's revenues.  The remaining 38% of revenues were
from sales of gasoline,  diesel fuel,  kerosene,  propane 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 two 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
<PAGE>
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
and encourages referrals.

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

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

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


Patents and Trademarks

         Able Oil owns the  exclusive  right and license to use,  and to license
others to use,  the  proprietary  marks,  including  the service mark "Able Oil-
-Registered  Trademark-"  (and  design)  ("Proprietary  Marks").  The "Able Oil-
-Registered  Trademark-" service mark and design was registered under Classes 37
and 39 of the Principal Register of the U.S. Patent & Trademark Office ("USPTO")
on  April  30,  1996  (registration  No.  1,971,758).   In  addition,  Able  Oil
established  certain  common law rights to the  Proprietary  Marks  through  its
continuous,  exclusive and extensive public use and advertising. The Proprietary
Marks are not registered in any state.
<PAGE>
         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 July 6,  2000,  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 receive  approval and will be in effect for three  years.  The State of
New Jersey  requires  companies  which operate major fuel storage  facilities to
prepare  such  plans,  as proof that such  companies  are  capable  of, and have
planned  for, an event that might be deemed by the State to be  hazardous to the
environment. In addition to these plans, Able Oil has this facility monitored on
an ongoing  basis to ensure that the  facility  meets or exceeds  all  standards
required by the State.

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


Government Regulations

         Numerous  federal,  state and local laws,  including  those relating to
protection  of  the  environment   and  worker  safety,   effect  the  Company's
operations. The transportation of fuel oil, diesel fuel, propane and gasoline is
subject to regulation by various federal, state and local agencies including the
U.S.  Department of Transportation  ("DOT").  These regulatory  authorities have
broad powers,  and the Company is subject to regulatory and legislative  changes
that can effect the economies of the industry by requiring  changes in operating
practices or influencing demand for, and the cost of providing, its services.
<PAGE>
         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  December  31,  2000,  the  Company  employed  approximately  109
individuals.  From October through March, the Company's peak season, the Company
employs  approximately 100 persons.  From April through  September,  the Company
employs approximately 65 persons. Currently, there are no organized labor unions
representing any of the employees of Company or any of its related companies.


<PAGE>
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 two  buildings,  totaling  4,512 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.

         The Company also leased an additional facility on Route 46 in Rockaway,
New Jersey.  The lease has a term of one year from  September  1, 1999 to August
31, 2000. The rent was $1,300 per month,  $15,600 for the year,  plus 10% of the
increase  in real  estate  taxes over the base year,  1999.  The Company had the
option to renew for five  additional  one-year  terms.  The Company vacated this
leased facility in October 2000.

         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 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.  The Company  believes  that the claims  against the former tenant are
meritorious and intends to vigorously pursue its claims.

         Price Energy has commenced suit against ThinkSpark Corporation based on
claims of breach of a Consulting Services  Agreement,  dated June 2, 2000. Under
the agreement,  ThinkSpark was to develop, deliver and install a data processing
software system to be operational by mid-August 2000.  ThinkSpark ceased work in
mid-October  2000,  prior to completion  of the project,  and Price Energy hired
another  firm to  continue  the  project.  ThinkSpark  has filed a  counterclaim
seeking payment of $283,100.62, which is the total amount of bills rendered. The
Company believes that its claims against  ThinkSpark are meritorious and intends
to vigorously pursue its them.

         Except as noted  above,  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.
<PAGE>
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


<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
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:
<TABLE>
<CAPTION>


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

<S>               <C>                                         <C>                       <C>
                  June 30, 1999 *                             8                         7 1/16
                  September 30, 1999                          7 3/4                     6
                  December 31, 1999                           7 1/8                     5 1/4
                  March 31, 2000                              7                         5
                  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
                  ---------------------
</TABLE>

              * The Company's Common Stock began trading on June 29, 1999.

         At March 24, 2000,  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.



ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The  statements  contained in this Report that are not  historical  are
forward-looking   statements,   including  statements  regarding  the  Company's
expectations,  intentions,  beliefs or strategies regarding the future. Forward-
looking  statements  include  the  Company's   statements  regarding  liquidity,
anticipated  cash needs and  availability  and anticipated  expense levels.  All
forward-looking  statements  included  in this  Report are based on  information
available  to the  Company  on the  date  hereof,  and the  Company  assumes  no
obligation to update any such forward-looking statement. It is important to note
that the Company's  actual  results could differ  materially  from those in such
forward-looking statements.  Additionally, the following discussion and analysis
should be read in  conjunction  with the Financial  Statements and notes thereto
appearing  elsewhere in this Report. The discussion is based upon such financial
statements which have been prepared in accordance with U.S.  Generally  Accepted
Accounting Principles.
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations

Revenue Recognition

            Sales  of  fuel  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 December 31, 2000, compared to the year ended December 31, 1999.

            The  Company  reported  revenues of  $31,730,760  for the year ended
December  31,  2000,  an increase of 61.31%  over the prior  year's  revenues of
$19,670,365.  This increase can be attributed to an aggressive marketing program
resulting  in a greater  number of  gallons  of  product  sold and an  increased
customer  base.  There was also an increase in the price of products sold by the
Company.  There was also an increase in service  work  during this  period.  The
Company  acquired  B & B Fuels on August 27,  1999.  The sales for the full year
2000 were  $1,511,116.  The sales for the period August 17, 1999 to December 31,
1999 were $308,936.

            Gross  profit,  as a  percentage  of  revenues,  for the year  ended
December 31, 2000,  decreased 1.3%, from 17.1% one year ago to 15.8% in the year
ended December 31, 2000. This reduction in gross profit  percentage is primarily
a result of a retail  price  increase  for home heating oil caused by a raise in
product cost. The gross profit in dollar terms  increased  $1,661,220 as related
to the increase in sales.

            Selling,   General  and   Administrative   expenses   increased   by
$1,451,505,  or 44.05%,  from $3,294,964 for the year ended December 31, 1999 to
$4,746,469  for  the  year  ended  December  31,  2000.  These  expenses  can be
attributable  to the  operations  of two  subsidiaries  formed in  August  1999,
start-up costs of a new  subsidiary in 2000,  Price  Energy.Com,  which included
salaries,  computer consulting,  other costs of approximately  $305,000,  and an
increase in marketing, insurance, wages and benefits.

            Operating loss for the year ended December 31, 2000 was $490,796, an
increase of 5.31% over the  Company's  operating  loss of $466,043  for the year
ended December 31, 1999. This operating loss was attributable to the start-up of
a new venture,  increased insurance,  labor costs,  benefits and start-up of the
administrative   call  center.  The   administrative   call  center  experienced
additional  unanticipated  start-up  costs due to a strike  at the  local  phone
company (Verizon-Bell Atlantic) which delayed occupancy by three months.

            The  unusual  loss for  this  year was  exacerbated  by a number  of
extraordinary  events  and one time  charges  and is not  indicative  of  future
results of the Company. The Company started a subsidiary to sell energy products
via the internet through a network of dealers which surpassed cost estimates and
has had a slow  beginning  of  operations  in the fourth  quarter  of 2000.  The
Company moved into a new call center in August 2000 in which it consolidated its
New Jersey  operations.  The Company is also  improving its computer  system and
began its franchising operations.  These factors are the primary reasons for the
current year's loss.
<PAGE>
            The Company had a net profit of $125,084 for the year ended December
31, 2000, without the new start-up venture, Price Energy.Com, Inc., which had no
operations  at December 31, 1999.  The Company's  consolidated  net loss for the
year ended  December 31, 2000 was $299,781  which was $121,941 less than the net
loss of $421,722 for the previous  year. The loss was the result of the start-up
of a new venture,  additional  marketing,  and increased operating expenses with
concentration on growth.

            Depreciation  and  amortization  expense for the year ended December
31, 2000 was $755,904,  an increase of $234,468 for the year ended  December 31,
1999.  Amortization  relates  to  the  amortization  of  customer  lists,  being
amortized over 15 years and two Non-Compete  Agreements  amortized over 5 years,
per the  agreements.  The  increased  depreciation  relates to the  purchase  of
additional  trucks and other equipment in 1999, and the acquisition of equipment
on the B&B  Fuels  purchase  and  the  purchase  of the  Company's  facility  in
Rockaway,  New Jersey.  Both  acquisitions took place in August 1999. In October
2000,  Price  Energy.Com  began business and  amortization  of Website costs was
$102,398.

            Interest  expense for the year ended December 31, 2000, was $204,090
as compared to $187,380 for the year ended December 31, 1999.  This increase was
due to debt  incurred in  connection  with the  acquisition  of B & B Fuels (New
York),  the property in Rockaway,  New Jersey,  and additional  trucks and other
equipment.


Liquidity and Capital Resources

            For the  year  ended  December  31,  2000,  compared  to year  ended
December 31, 1999,  the  Company's  cash position  decreased by $2,318,925  from
$2,926,412 to $607,487. For the year ended December 31, 1999, cash of $5,867,100
was generated  from the Company's  initial public  offering.  For the year ended
December  31,  2000,  cash was  generated  through  operations,  collections  of
customer  advance  payments  and increase in the Line of Credit  borrowing.  The
primary  reason  for  reduction  in cash  was a loan  and  investment  in  Price
Energy.Com, Inc.

            The Company has the following  Agreement with its primary  financial
institution.  The Company's credit line was increased by $250,000 to $750,000 at
1/2% below prime, the outstanding  balance is $653,790 at December 31, 2000. The
Company has a three year term loan of $675,000  with a balance of  approximately
$112,500  at  December  31,  2000.  The  Agreement  with the bank has a  current
expiration date of June 30, 2001.

            The Company is currently pursuing  additional bank borrowings,  debt
placements  and equity  offerings.  This will  enable the Company to continue to
grow while  strengthening its  infrastructures.  The Company has entered into an
agreement with  PricewaterhouseCoopers  Securities, LLC to assist the Company in
raising debt or equity funds up to $15 million.


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,  and the  overwhelming  majority of such  revenues  are
derived from the sale of home heating  products  including  propane gas and fuel
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.
<PAGE>
            From May through  September,  Able Oil can  experience  considerable
reduction of retail heating oil sales. Similarly, 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 increased sales of propane gas used for
pool heating 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 7.       FINANCIAL STATEMENTS

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



ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

         None.




<PAGE>
                                    PART III

ITEM 9.       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:
<TABLE>
<CAPTION>

Name                                                    Age       Position

<S>                                                      <C>      <C>
Timothy Harrington                                       33       Chief Executive Officer,
                                                                  Chairman of the Board and Secretary

Christopher P. Westad                                    47       President, Chief Financial Officer
                                                                  and Director

James Purcaro                                            39       Director

Gregory Sichenzia                                        39       Director

Patrick O'Neill                                          41       Director

Edward C. Miller, Jr.                                    33       Director

</TABLE>


     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 Energy and Able Propane.  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
1996.  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
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.
<PAGE>
     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 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 has not paid  compensation  to any  director  for acting in
such capacity.  The Company is currently reviewing its policy on compensation of
outside directors and may pay outside directors in the future.

              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 1999,  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 1999.



ITEM 10.      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  period
ended  December  31,  2000.  Other  than as listed  below,  the  Company  had no
executive  officers  whose total annual salary and bonus  exceeded  $100,000 for
that fiscal year:
<PAGE>
<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-sation
                                                                                   SARs (#)                  ($)

<S>                   <C>       <C>         <C>        <C>            <C>           <C>         <C>         <C>
Timothy
Harrington, Chief
Executive Officer     2000      225,000        -       11,000 (1)         -            -           -          -
                      1999      225,000     30,000     17,000 (1)         -            -           -          -
                      1998      103,000     80,000          -             -            -           -          -

Christopher P.
Westad, President     2000      100,000        -            -             -            -           -          -
                      1999      100,000     25,000      5,700 (2)         -            -           -          -
                      1998         -           -            -             -            -           -          -
</TABLE>

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

     (2) Represents car allowance pursuant to his employment  agreement with the
Company.

     No option grants were made to named  executive  officers during fiscal year
ended December 31, 2000.

     No named executive held unexercised options as at December 31, 2000.


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.
<PAGE>
         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.

         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 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of  December  31,  1999,  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:
<PAGE>
<TABLE>
<CAPTION>
                                              Number of Shares       Approximate Percentage
                                                Beneficially           of Common Stock**
         Name*                                      Owned

<S>                                                      <C>                  <C>
         Timothy Harrington                              1,000,000            50%

         Christopher Westad                                     --             --

         All Officers and Directors as a                 1,000,000            50%
         Group (2 persons)
</TABLE>
*     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.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

ITEM 13.  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:
<TABLE>
<CAPTION>

       Exhibit
       Number              Description

         <S>               <C>
         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*
<PAGE>
         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**
         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**
         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*
         27.1              Financial Data Schedule
</TABLE>
--------------
(*)      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 30th day of March, 2001.


                                         ABLE ENERGY, INC.


                                 /s/ Timothy Harrington
                                     Timothy Harrington, Chief Executive Officer

                                 /s/ Christopher P. Westad
                                     Christopher P. Westad, President

                                 /s/ James Purcaro
                                     James Purcaro, Director

                                 /s/ Gregory Sichenzia
                                     Gregory Sichenzia, Director

                                 /s/ Patrick O'Neill
                                     Patrick O'Neill, Director
<PAGE>
                                ABLE ENERGY, INC.

                           DECEMBER 31, 2000 AND 1999





                                 C O N T E N T S
<TABLE>
<CAPTION>


                                                                                PAGE

CONSOLIDATED FINANCIAL STATEMENTS:

<S>                                                                               <C>
         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-27

</TABLE>









                                       F-1
<PAGE>








To The Shareholder
Able Energy, Inc.
Rockaway, New Jersey  07866


                          Independent Auditor's Report

We have audited the accompanying consolidated balance sheet of Able Energy, Inc.
and subsidiaries as of December 31, 2000 and the related consolidated statements
of operations,  changes in  Stockholders'  equity,  and cash flows for the years
ended  December  31,  2000  and  1999.   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 audit in accordance with generally accepted auditing standards.
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  audit  the  consolidated  financial  statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Able Energy,  Inc. and subsidiaries as of December 31, 2000, and the
results of their  operations  and their cash flows for the years ended  December
31, 2000 and 1999 in conformity with generally accepted accounting principles.







Rockaway, New Jersey
March 15, 2001





                                       F-2
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                                                 2000
Current Assets:
<S>                                                                                                                  <C>
    Cash                                                                                                             $ 117,487
    Restricted Cash                                                                                                    490,000
    Accounts Receivable (Less Allowance for Doubtful
       Accounts of 2000 ($147,557)                                                                                   3,112,542
    Inventory                                                                                                        1,509,075
    Notes Receivable - Current Portion                                                                                  21,334
    Miscellaneous Receivable                                                                                            46,169
    Prepaid Expense                                                                                                    142,123
    Prepaid Expense - Income Taxes                                                                                     119,951
    Deferred Income Tax                                                                                                 45,320
    Due From Officer                                                                                                    44,690
                                                                                                                    ----------
        Total Current Assets                                                                                         5,648,691
                                                                                                                    ----------

Property and Equipment:
    Land                                                                                                               451,925
    Building                                                                                                         1,120,994
    Trucks                                                                                                           2,530,287
    Fuel Tanks                                                                                                       1,059,524
    Machinery and Equipment                                                                                            376,548
    Leasehold Improvements                                                                                             309,971
    Cylinders                                                                                                          431,553
    Office Furniture and Equipment                                                                                     175,082
    Website Development Costs                                                                                        2,155,835
                                                                                                                    ----------
                                                                                                                     8,611,719
    Less: Accumulated Depreciation and Amortization                                                                  1,802,444
                                                                                                                    ----------
        Net Property and Equipment                                                                                   6,809,275
                                                                                                                    ----------

Other Assets:
    Deposits                                                                                                           111,248
    Notes Receivable - Less Current Portion                                                                            249,810
    Customer List, Less Amortization of 2000 ($167,097)
    Covenant Not to Compete, Less Amortization of 2000                                                                 443,753
     ($181,836)
         Total Other Assets                                                                                            101,731
                                                                                                                    ----------
                                                                                                                       906,542
                                                                                                                    ----------
        Total Assets                                                                                               $13,364,508
                                                                                                                    ==========

</TABLE>
                   See Accompanying Notes and Auditor's Report
                                       F-3
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                             BALANCE SHEET (Cont'd)

                                DECEMBER 31, 2000

<TABLE>
<CAPTION>
                       LIABILITIES & STOCKHOLDERS' EQUITY


                                                                                                                          2000
Current Liabilities:
<S>                                                                                                                <C>
    Accounts Payable                                                                                               $ 2,887,258
    Note Payable - Bank                                                                                                653,790
    Current Portion of Long-Term Debt                                                                                  662,386
    Accrued Expenses                                                                                                   481,846
    Taxes Payable                                                                                                        3,034
    Customer Advance Payments                                                                                        1,239,509
    Escrow Deposits                                                                                                      5,000
                                                                                                                    ----------
        Total Current Liabilities                                                                                    5,932,823

Deferred Income: Less current portion                                                                                   88,857
Deferred Income Taxes                                                                                                   59,001
Long Term Debt: less current portion                                                                                 1,799,672
                                                                                                                    ----------
        Total Liabilities                                                                                            7,880,353
                                                                                                                    ----------

Stockholders' Equity:
    Common Stock
    Authorized 10,000,000 Par Value $.001 per share Issued
      and Outstanding 2,000,000 Shares                                                                                   2,000
    Paid in Surplus                                                                                                  5,662,775
    Retained Earnings (Deficit)                                                                                      (180,620)
                                                                                                                    ----------
        Total Stockholders' Equity                                                                                   5,484,155
                                                                                                                    ----------

        Total Liabilities and Stockholders' Equity                                                                 $13,364,508
                                                                                                                   ===========

</TABLE>
                   See Accompanying Notes and Auditor's Report
                                       F-4
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>


                                                                                         2000            1999
                                                                                         ----            ----
<S>                                                                                   <C>                <C>
Net Sales                                                                             $31,730,760        $19,670,365

Cost of Sales                                                                          26,719,183         16,320,008
                                                                                       ----------         ----------

     Gross Profit                                                                       5,011,577          3,350,357
                                                                                       ----------         ----------

Expenses
     Selling, General and Administrative Expenses                                       4,746,469          3,294,964
     Depreciation and Amortization Expense                                                755,904            521,436
                                                                                       ----------         ----------
        Total Expenses                                                                  5,502,373          3,816,400
                                                                                       ----------         ----------

     (Loss) From Operations                                                             (490,796)          (466,043)
                                                                                       ----------         ----------

Other Income (Expenses):
     Interest and Other Income                                                            400,855            139,804
     Interest Expense                                                                   (204,090)          (187,370)
                                                                                       ----------         ----------
        Total Other Income (Expense)                                                      196,765           (47,566)
                                                                                       ----------         ----------

     Income (Loss) Extraordinary Item and
       Before Provision for Income Taxes                                                (294,031)          (513,609)

Provision (Reduction) for Income Taxes                                                      5,750           (36,868)
                                                                                       ----------         ----------

     Net (Loss) - Continuing Operations                                                 (299,781)          (476,741)

Extraordinary Item Net of Income Taxes                                                      -                 55,019
                                                                                       ----------         ----------

      Net (Loss)                                                                       $(299,781)         $(421,722)
                                                                                       ==========         ==========

Net Income (Loss) Per Share - Continuing
   Operations                                                                           $   (.15)          $   (.31)
                                                                                       ==========         ==========

Extraordinary Gain - Per Share                                                          $   -                $   .04
                                                                                       ==========         ==========

      Net Income (Loss) Per Share                                                       $   (.15)          $   (.27)
                                                                                       ==========         ==========

Weighted Average number of Common Shares
Outstanding                                                                             2,000,000          1,526,027
                                                                                       ==========         ==========
</TABLE>


                   See Accompanying Notes and Auditor's Report
                                       F-5
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                             Common Stock
                                            .001 Par Value
                                                                    Additional                    Total
                                                                    Paid-in        Retained     Stockholders'
                                       Shares        Amount          Surplus       Earnings       Equity

<S>               <C>                    <C>      <C>            <C>            <C>           <C>
Balance - January 1, 1999 ......         1,000    $         1    $     3,999    $   540,883   $   544,883

Common Stock Split - 1,000 for 1       999,000            999           (999)          --            --

Sale of Common Stock ...........     1,000,000          1,000      5,659,775           --       5,660,775

Net (Loss) .....................            --             --             --       (421,722)     (421,722)
                                    ----------      ---------      ---------     -----------    ----------

Balance - December 31, 1999 ....   $     2,000      2,000,000     $5,662,775    $   119,161    $5,783,936

Net (Loss) .....................            --             --             --       (299,781)     (299,781)


Balance - December 31, 2000 ....   $     2,000    $  (180,620)   $ 5,484,155      2,000,000   $ 5,662,775

</TABLE>


                   See Accompanying Notes and Auditor's Report
                                       F-6
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                      YEAR ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

Cash Flows From Operating Activities                                                          2000                  1999
------------------------------------                                                          ----                  ----
<S>                                                                                    <C>                   <C>
   Net (Loss)                                                                          $ (299,781)           $ (421,722)
   Adjustments to Reconcile Net Income to Cash
   used by Operating Activities:
      Depreciation and Amortization                                                        755,904               521,436
      Loss on Disposition of Equipment                                                       6,772                     -
     (Increase) Decrease in:
        Accounts Receivables                                                           (1,116,042)           (1,338,631)
        Inventory                                                                      (1,279,096)             (100,496)
        Prepaid Expenses                                                                  (93,297)              (44,875)
        Prepaid income Taxes                                                                 2,950                  (88)
      Increase (Decrease) in:
        Accounts Payable                                                                 1,248,559               949,453
        Accrued Expenses                                                                   221,028               198,574
        Payroll Taxes Payable                                                                3,034                     -
        Customer Advance Payments                                                        1,082,771             (199,245)
        Income Taxes Payable                                                                     -              (49,260)
        Deferred Income Taxes                                                                2,800                 5,600
        Deferred Income                                                                     20,967               (4,849)
                                                                                         ---------             ---------
         Net Cash Provided (Used) By Operating Activities                                  556,569             (484,103)
                                                                                         ---------             ---------

</TABLE>



                   See Accompanying Notes and Auditor's Report
                                       F-7
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF CASH FLOWS (Cont'd)

                      YEAR ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>



                                                                                                 2000                 1999
                                                                                                 ----                 ----
Cash Flows From Investing Activities
<S>                                                                                        <C>                  <C>
   Increase in Deposits                                                                    $ (16,623)           $ (80,254)
   Sale of Equipment                                                                           46,439                    -
   Purchase of Property and Equipment                                                     (1,238,625)          (2,751,996)
   Website Development Costs                                                              (2,155,835)                    -
   Purchase of Intangibles - Subsidiary                                                             -            (139,850)
   Notes Receivable - Sale of Equipment                                                      (94,500)                5,567
   Payments on Notes Receivable - Sale of Equipment                                            23,260                    -
   (Increase) Decrease in Shareholder's Loan                                                        -             (10,517)
   Other Receivables                                                                         (23,529)              (9,566)
   Note Receivable - Montgomery                                                              (11,293)             (10,642)
                                                                                          -----------          -----------
         Net Cash Used By Investing Activities                                            (3,470,706)          (2,997,258)
                                                                                          -----------          -----------

Cash Flows From Financing Activities
   Increase note Payable - Bank                                                               452,576              100,780
   Increase in Notes Payable                                                                  885,343            1,566,745
   Decrease in Notes Payable                                                                (742,707)          (1,046,371)
   Funds from Sale of Common Stock                                                              -                5,660,775
                                                                                          -----------          -----------
         Net Cash Provided By Financing Activities                                            595,212            6,281,929
                                                                                          -----------          -----------

Net Increase (Decrease) In Cash                                                           (2,318,925)            2,800,568

Cash - Beginning of Year                                                                    2,926,412              125,844
                                                                                          -----------          -----------
Cash - End of Year                                                                           $607,487           $2,926,412
                                                                                          ===========          ===========

The Company had interest cash expenditures of:                                              $ 204,090            $ 187,370
The Company had tax cash expenditures of:                                                      14,775               48,962

</TABLE>

                   See Accompanying Notes and Auditor's Report
                                       F-8
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



Note 1         Basis of Presentation

                 Able   Energy,   Inc.   was   incorporated   in  the   state of
                 Delaware on March 13, 1997.  Mr.  Timothy  Harrington exchanged
                 his  stock  in  the  following  companies:  Able Oil Company (a
                 New  Jersey  corporation),  Able  Oil Company Montgomery,  Inc.
                 (a   Pennsylvania  corporation),  A & O Environmental Services,
                 Inc. (a New Jersey corporation), Able Oil Melbourne, Inc. (a
                 Florida  corporation)  and  his  99%  interest in Able Propane,
                 LLC for 1,000  shares  of  Able   Energy,  Inc.  and became its
                 sole  shareholder.   In  December  1998, the Company sold A & O
                 Environmental    Services,    Inc.    and  Able   Oil   Company
                 Montgomery, Inc.

                 On August 27, 1999, the Company,  through a newly formed wholly
                 owned  subsidiary,  Able Energy New York,  Inc.,  purchased the
                 assets  of  B  &  B  Fuels  of  Warrensburg,   New  York.  This
                 acquisition  was treated as a purchase.  The operations of this
                 company  are  included in 1999 from August 27, 1999 to December
                 31, 1999.

                 On August 31, 1999, the Company,  through a newly formed wholly
                 owned  subsidiary,  Able Energy  Terminal,  LLC,  purchased the
                 facility  on Route  46,  Rockaway,  NJ.  The  facility  has two
                 tenants  (see  Note 4).  The  operations  of this  company  are
                 included in 1999 from September 1, 1999 to December 31, 1999.

                 The Company is the majority owner of a newly formed subsidiary,
                 Price Energy.Com, which has established a Web Site for the sale
                 of energy products through a network of suppliers originally on
                 the East coast of the united States. The Web Site became active
                 in October 2000.

Note 2         Summary of Significant Accounting Policies

                 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,  which was  incorporated  in July 1996,  installs
                 propane  tanks which it owns and sells  propane for heating and
                 cooking, along with other residential and commercial uses.


                                       F-9
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 2         Summary of Significant Accounting Policies (cont'd)

                 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.

                  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 so  immaterial  and has not been
                 shown  separately.  All  material  inter-company  balances  and
                 transactions were eliminated in consolidation.

                  Minority Interest
                 The minority  interest in Price Energy.Com 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 the  period  ended  December  31,  2000 is
                 $424,865

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

                  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 years
                 ended  December  31, 2000 and 1999  amounted  to  $657,139  and
                 $438,661, 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.

                                      F-10
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 2         Summary of Significant Accounting Policies (cont'd)

                  Web Site Development Costs
              Costs  of  $2,155,835  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  period  of
              operation in 2000 is $102,398.

                  Intangible Assets
              Intangibles are stated at cost and amortized as follows:
              Customer Lists of $571,000 and Covenant Not To Compete of $183,567
              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 and 5 years, respectively.  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  December  31, 2000 and 1999 are
              $98,765 and $82,775, respectively.

              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.

                                      F-11
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 2        Summary of Significant Accounting Policies (cont'd)

              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 $523,000.
              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
              $463,873. For the year ended December 31, 2000.

Note 3        Public Offering

              On June 25,  1999,  the Company  consummated  its  initial  public
              offering. The Company sold 1 million shares of its common stock to
              the public at $7 per share.
<TABLE>
<CAPTION>

<S>                                                              <C>                <C>
                           Total                                                    $7,000,000

                  Less: Underwriting Commission                  $   700,000
                  Underwriter's Non-Accountable
                          Expense Allocation                         210,000
                  Other Expenses of Offering                         108,000         1,018,000
                                                                ------------        ----------
                  Net to Company after Underwriting Costs                            5,982,000
                  Other Offering Costs:
                  Legal Fees                                         154,000
                  Accounting Fees                                     50,000
                  Printing Costs                                     100,000
                  Stock Exchange and Other Registration Costs         17,225           321,225
                                                                ------------        ----------

                  Net Funds Realized                                                $5,660,775
                                                                                    ==========
</TABLE>

                                      F-12
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999

Note 4          Acquisitions

              On August 27 and 31, 1999, the Company through newly formed wholly
              owned subsidiaries (see Note l) acquired the following:

              1) The assets of B & B Fuels, a retail distributor of home heating
              oil in Warrensburg,  New York. The assets purchased include an oil
              terminal,  three  oil  delivery  trucks,  and a  customer  list of
              approximately  1,200  customers.  The purchase price was $295,000.
              The Company also acquired 9.2 acres of land in Warren County,  New
              York.  The  property is located 1/4 miles from the B & B Facility.
              The cost was $125,000, paid in cash.

              2) Property on Route 46, Rockaway,  New Jersey.  The facility is a
              large fuel  terminal  and also  houses the  Company's  operational
              executive   offices  and  other  operating   facilities  for  Able
              Subsidiaries.  There is also a building rented to an outside party
              with an annual rental of approximately $40,000. The purchase price
              was $1,150,000.

Note 5          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  have 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
              eceived in the year  ended  December 31, 2000. In February  2001,
              two (2) payments were received in the amount $2,691.66.

              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 to be realized on collection of
              the notes. .


<TABLE>
<CAPTION>
                Maturities of the Note Receivable are as follows:

                           For the Year Ending
                                December 31,                                    Principal Amount
                                ------------                                    ----------------
<S>                                 <C>                                                  <C>
                                    2001                                                 $      970
                                    2002                                                      5,378
                                    2003                                                      9,876
                                    2004                                                     10,856
                                    2005                                                     11,933
                                    Balance                                                 130,987
                                                                                       ------------
                                            Total                                          $170,000
                                                                                       ============
</TABLE>

                                      F-13
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999



Note 5          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:
<TABLE>
<CAPTION>

                           For the Year Ending
                                December 31,                                    Principal Amount
                                ------------                                    ----------------
<S>                                 <C>                                                  <C>
                                    2001                                                 $  20,364
                                    2002                                                    21,968
                                    2003                                                    23,788
                                    2004                                                    18,244
                                    2005                                                     7,088
                                    Balance                                                  9,692
                                                                                         ---------
                                            Total                                         $101,144
                                                                                        ==========
</TABLE>
<TABLE>
<CAPTION>

Note 6          Inventories
                             Items                                                   2000
                             -----                                                   ----
<S>                                                                                      <C>
                             Heating Oil                                                 $1,278,146
                             Diesel Fuel                                                     42,869
                             Kerosene                                                        10,497
                             Propane                                                          8,100
                             Parts and Supplies                                             169,463
                                                                                         ----------
                                  Total                                                  $1,509,075
                                                                                         ==========
</TABLE>

Note 7         Notes Payable Bank

              The Agreement with Able Oil Company and PNC Bank, dated August 11,
              1999,  was amended  July 14,  2000.  The amended  agreement  is as
              follows:

              1   The line of credit is increased from $500,000 to $750,000.

              2.  The current expiration date is June 30, 2001.

              3.  Security is hereby  amended to reduce the required  amount
                  of pledged cash collateral from $972,000 to $490,000. This
                  is  represented  by a first  priority  lien on  collateral
                  consisting of a Provident Institution Money Market Fund.

                                      F-14
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 7         Notes Payable Bank (cont'd)

              4.  Security is added by a  guaranty and suretyship agreement with
                  Able Energy, Inc., Able Propane, LLC,  Able  Energy  Terminal,
                  LLC, Able Oil Melbourne, Inc. and Able Energy New   York, Inc.
                  and  will  unconditionally  jointly  and  severally  guarantee
                  payment to the Bank.

              5.  A  security   agreement   granting  the bank a first  priority
                  perfected   lien   on   the   existing  and  future   personal
                  property  of  Able  Oil  Company and the  companies  listed in
                  item 4 above.

                  Notwithstanding  the   aforesaid   requirement,    the   named
                  entities may finance the   acquisition   of   equipment   with
                  other financial parties by  way  of  true leases or financing
                  leases    having   an   aggregate    outstanding   balance  of
                  $1,000,000  at any given  time,   providing   to  such   third
                  party  financiers  liens upon  the  equipment  thus  financed,
                  which  liens  shall  be  superior  in  priority to the lien of
                  the bank in any such equipment.

              6.  The  agreement  calls  for  the borrower, Able Oil Company, to
                  maintain a minimum debt  ratio  as  defined  in the  agreement
                  commencing with the fiscal year end 2000.   Able  Oil  Company
                  is  in  compliance  with  the  covenant  for  the  year  ended
                  December 31, 2000.

                  The  line  of  credit  bears  an interest  rate of Prime minus
                  one-half (1/2%) with an  outstanding  balance  of  $653,790 at
                  December 31, 2000.

                  There  is  a  term  loan with  PNC Bank  which was  refinanced
                  for a total of  $675,000  on  June  12,  1998  with  a current
                  interest  rate of 8.15%.  The  balance  at  December  31, 2000
                  is $112,500 and has six months to maturity.

Note 8          Long-Term Debt

               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 December 31, 2000 was $131,332.

               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.

                                      F-15
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 8          Long-Term Debt (cont'd)

              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.

              Interest shall be due and payable monthly  commencing on September
              30, 1999,  on the Reduced  Principal  Sum of the Note, on the last
              day of each month thereafter up to and including July 31, 2004.

              The Note is collateralized by the property and equipment purchased
              and  assignment  of the  leases.  The  balance due on this Note at
              December 31, 2000 was $650,000.

              Notes Payable to Orix Credit Alliance, Inc. at a range of interest
              rates from  9.00% to 11.25%  with an  average  monthly  payment of
              $9,695 (2000). The earliest of theses Notes; originated on October
              1, 1993 and the last Note  matures on August 24,  2001.  The Notes
              are collateralized by various fuel oil trucks.

                                                                  2000
                           Notes Balance                       $ 47,100

              Two Notes  Payable to  Chrysler  Financial  at a range of interest
              from of 8.9% to 9.15% with total monthly payments of $830.57.  The
              earliest of these Notes  originated on March 25, 1999 and the last
              Note matures in March 2004.  These Notes are  collateralized  by a
              1999 and a 1998 Dodge truck.

                           Notes Balance                       $ 27,673


                                      F-16
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 8          Long-Term Debt (cont'd)

              Note  Payable  to World Omni at an  interest  rate of 8.99% with a
              monthly payment of $316.44.  The Note originated  October 20, 2000
              and matures October 20,2005.  The Note is collateralized by a Ford
              F-150 Pick-up Truck.

                           Note Balance                        $ 14,889

              Note Payable to Orix Leasing  Corp.  At an interest rate of 9.111%
              with a monthly payment of $4,846. The Note originated on March 19,
              1997 and matures on March 19, 2001. The Note is  collateralized by
              254 propane cylinders and 2 propane delivery trucks.

                           Note Balance                        $ 14,320

              Note Payable to Summit  Leasing Corp. At an interest rate of 8.50%
              with a  monthly  payment  of  $1,124.52.  The Note  originated  on
              November 10, 1997 and matures on November 10, 2001.  The Notes are
              collateralized by a 1998 Freightliner fuel oil truck.

                           Note Balance                        $ 11,851

              The Company and Able Propane, LLC have a lease/purchase  agreement
              with First  Sierra  Financial,  Inc.  The  agreement  calls for 48
              payments of $1,457.50, including principal, interest and sales tax
              and a final  purchase  option payment of $5,576.02 plus sales tax.
              The  interest  rate is  approximately  8 1/2%.  The  agreement  is
              collateralized by the equipment purchase.

                           Balance Due                         $ 31,084

              Able Oil  Company  and  Able  Propane,  LLC have a  lease/purchase
              agreement with Summit Leasing  Corporation,  Lease #002,  interest
              approximately 8 1/2%  collateralized by a 1998 Peterbilt Model 375
              truck and a Trinity  trailer.  The lease and payments began August
              20, 1998 at $1,605.50 per month for 48 payments  thereafter  until
              all payments are made through and including July 20, 2002.

                           Balance Due                         $ 31,196

              Able Oil Company and Able Propane have a lease/purchase  agreement
              with   Summit   Leasing   Corporation,    Lease   #003,   interest
              approximately 8 1/2%  collateralized by a Freightliner  truck. The
              lease commenced  November 10, 1998 and has 48 monthly  payments of
              $1,286.12 until November 2002 with a final purchase option payment
              of $12,682.

                           Balance Due                         $ 38,739

                                      F-17
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 8          Long-Term Debt (cont'd)

              Notes  Payable  to  Greentree  Consumer  Discount  Company  at  an
              interest  rate  of  8.95%  with  an  average  monthly  payment  of
              $1,322.37.  The Notes  originated  on October 1, 1996 and December
              10,  1996 and matures on October 1, and  December  10,  2000.  The
              Notes are collateralized by two 1997 Freightliner Oil Trucks.

                           Note Balance                        $  1,133

              Notes  payable  to AEL  Leasing  Co.,  Inc.  under a master  lease
              agreement dated March 3, 1997.  During 1997 Able Propane,  LLC was
              advanced $133,456,  with no principal  payments.  AEL had extended
              Able  Propane a line of credit of $150,000  in 1997.  In June 1998
              the loan was  finalized  at $178,920  with 36 monthly  payments of
              $4,970, including principal and interest, with an interest rate of
              8.25%.  The note is  collateralized  by the  tanks  and  equipment
              purchased. The note matures in June 2001.

                           Note Balance                        $ 19,373

              Able Oil  Company  and  Able  Propane,  LLC have a  lease/purchase
              agreement   with   Summit   Leasing   Corporation,   Lease   #004,
              collateralized by a Ford F-450 truck and a 1997 Chevy 3/4 ton van.
              The lease and  payments  began  January 1, 1999 at  $1,591.87  per
              month  for 48  payments  thereafter  until all  payments  are made
              through and including December 2002. Interest at 6.92%

                           Note Balance                        $ 47,947

              Note  Payable  Commonwealth  Finance Inc.  at  an interest rate of
              7.90%, 36 payments of $447.33.  The  first  payment began February
              1999  and  matures  January  2002.  The  Note is collateralized by
              propane tanks.

                           Note Balance                        $ 5,556

              Able  Oil  Company  has a  lease/purchase  agreement  with  Summit
              Leasing  Corporation,  Lease #005,  interest  approximately 8 1/2%
              collateralized by a 1999 Freightliner FL-70, 2800 gallon Tri State
              Truck tank and a 1999 Kenworth  Model T-300  conventional  cab and
              chassis. The lease payments began January 5, 1999 at $2,810.62 per
              month for 48 months and 5  additional  days until all payments are
              made through  January 10, 2003. Able Oil Company has the option to
              purchase all the  equipment  for an amount agreed upon as the fair
              market value at the end of the lease term.

                           Note Balance                        $ 85,750

                                      F-18
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 8          Long-Term Debt (cont'd)

              Two Notes  payable to Ford Credit at  interest  rates of 3.90% and
              8.79%,  with  monthly  payments of $602.32  and $737.34  including
              interest.  The Notes  originated  in January  1999 and  include 48
              monthly   payments  and  mature   December  2002.  The  Notes  are
              collateralized by two 1998 Ford Econo-Line trucks.

                           Note Balance                        $ 30,059

              The Company and Able Propane, LLC have a lease/purchase  agreement
              with First  Sierra  Financial,  Inc.  The  agreement  calls for 48
              payments of $559,  including  principal and interest and sales tax
              and a final purchase option payment of $2,191.10,  plus sales tax.
              The lease began  February 1999 and ends January 2003. The interest
              rate is approximately 8 1/2%. The agreement is  collateralized  by
              the equipment purchase.

                           Note Balance                        $ 11,812

              Two Notes  payable to Ford Credit at  interest  rates of 8.60% and
              6.02% with  monthly  payments  of $629.46  and  $695.83  including
              interest.  The Notes  originated June 1999 and December 1999, they
              each include 48 monthly  payments and mature May 2003 and November
              2003, respectively.  The Notes are collateralized by two 1999 Ford
              Vans.

                           Note Balance                        $ 39,716

              Able  Oil  Company  has a  lease/purchase  agreement  with  Summit
              Leasing  Corporation,  lease #007,  collateralized by equipment as
              stated in the  agreement.  The lease  payments  began December 25,
              1999 at $9,023.46  per month for 48 months and 5  additional  days
              until  all  payments  are made  through  November  25,  2003.  The
              interest is an average of 4.5% per annum. Able Oil Company has the
              option to purchase all the  equipment for an amount agreed upon as
              the fair market value at the end of the lease term.

                           Note Balance                        $ 283,634

              The Company has a lease  purchase  agreement  with  Diamond  Lease
              *U.S.A.),  Inc.  collateralized by computer equipment and software
              on the books of Price Energy.Com, a subsidiary of the Company. The
              lease  commenced  October  1,  2000,  with an  initial  payment of
              $32,062  paying  the  first  and last  payment.  There  will be 34
              payments  of  $16,031,  final  payment  on August 1, 2003 and a $1
              purchase option payment. The annual rate of interest is 9.56%.

                           Note Balance                        $ 463,571


                                      F-19
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 8          Long-Term Debt (cont'd)


              The  Company  has Notes  payable  under  Purchase  Money  Security
              Agreements  No.  00501,  00502  and  00503  with  Monarch  Capital
              Corporation. Agreement #00501 commenced October 25, 2000, with the
              payment of $6,804 being the first and last  payment.  The payments
              will be 60 payments of $3,402,  including  principal and interest,
              with an interest rate of 11.5%.  The Note will mature in September
              2005.  The note is secured by the  equipment  purchased,  two 2001
              Kenworth  Oil  Trucks  and  Two KW Fuel  Tanks.  The  total  Note,
              including interest is $204,120.

              Agreement  #00502  commenced  December  21, 2000 for 60 months and
              matures  November  21,  2005.  The  monthly  payments  are $1,834,
              including  principal  and interest with an interest rate of 12.5%.
              The Note is secured by the equipment purchased,  one 2001 Kenworth
              Oil Truck and one Amthor  2800-gallon  aluminum  Cardinal  Classic
              Canopy Style tank. The total Note, including interest is $110,040.

              Agreement  #00503  commenced  December  21, 2000 for 60 months and
              matures  November 21, 2005.  The monthly  payments are  $1,822.50,
              including  principal  and interest with an interest rate of 12.5%.
              The Note is secured by the  equipment  purchased,  a 2001 Kenworth
              Model T 300 truck and  2800-gallon  aluminum fuel tank.  The total
              Note, including interest is $109,350.

                           Balance due on Monarch Notes        $ 311,320

              Note  Payable  to Ford  Credit at an  interest  rate of 8.05% with
              monthly  payments  of  $653.80,   including  interest.   The  note
              originated in September 2000 and includes 48 monthly  payments and
              matures  September  2004. The Note is  collateralized  by the ford
              Truck purchased.

                           Note Balance                        $  25,789


              Note  payable to GMAC  Finance at an  interest  rate of 5.00% with
              monthly  payments  of  $602.43,   including  interest.   The  Note
              originated  in October 2000 and  includes 48 monthly  payments and
              matures October 2004. The Note is collateralized by the GMAC truck
              purchased.

                           Note Balance                        $  25,716


                                      F-20
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999




Note 8          Long-Term Debt (cont'd)

               Maturities on the Notes  Payable  subsequent to December 31, 2000
               are as follows:
<TABLE>
<CAPTION>

                                      For the Year Ending                             Principal
                                         December 31,                                  Amount
                                         ------------                                  ------
<S>                                          <C>                                               <C>
                                             2001                                              $ 662,386
                                             2002                                                485,934
                                             2003                                                405,907
                                             2004                                                103,498
                                             2005                                                 88,290
                                            Balance                                              716,044
                                                                                              ----------
                                             Total                                            $2,462,059
                                                                                              ==========
</TABLE>


Note 9         Covenant Not To Compete

              On October 28, 1996, a Covenant Not To Compete was  originated  by
              the Able Oil  Company,  Connell's  Fuel Oil  Company  and  William
              Toriello.  The  Covenant  is to  last 5  years  from  the  date of
              inception  with  a  monthly   installment  of  $3,059.44  starting
              December 1, 1996.  The balance was paid in full September 7, 1999.
              The covenant is in effect until October 29, 2001.


Note 10         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:


                                      F-21
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999



Note 10         Income Taxes (cont'd)
<TABLE>
<CAPTION>

                                                                 2000                       1999
                                                                 ----                       ----
                                                                         Percent of                    Percent of
                                                                         Pretax                         Pretax
                                                         Amount          Income           Amount        Income

<S>                                                     <C>                <C>          <C>            <C>
Statutory Federal Income Tax (Benefits)                 $ 4,200            15.0%        $(32,600)      (15.0%)

Increase resulting from State Income
Tax, net of Federal Tax benefit                           1,550             7.6%          (4,268)       (6.5%)
                                                        -------           ------          -------      -------

Income Taxes                                            $ 5,750            22.6%        $(36,868)      (21.5%)
                                                        =======           ======         ========      =======

Income Taxes consist of:
 Current                                                     -                           (18,658)
 Deferred                                                 5,750                          (18,210)
                                                        -------                          --------
    Total                                               $ 5,750                         $(36,868)
                                                        =======                          ========
</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:

<TABLE>
<CAPTION>
                                                                                                        2000
                                                                                  Temporary             Tax
                                                                                  Difference            Effect
<S>                                                                               <C>                   <C>
                      Depreciation                                                $(189,389)            $(59,001)
                      Allowance for Doubtful Accounts                               147,557               41,285
                      Gain on Sale of Subsidiary                                     18,766                4,035
</TABLE>
Note 11         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 $22,309 (2000) and $10,120 (1999).

                                      F-22
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 12         Note Receivable - Subsidiary

                    The Company  has a Note  Receivable  from Price  Energy.Com,
               Inc.  for  advances  made  in the  development  of  the  Website,
               including  hardware and software costs. All of price  Energy.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.  Interest, in the amount of $18,000 has
               been recorded.  The Note and interest have been eliminated in the
               consolidated financial statements.

Note 13         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.

                    Able Oil Company is under  contract  with Unocal to purchase
               #2 oil in the months of November and December  2000, and January,
               February and March 2001. The total is 26,000 barrels or 1,092,000
               gallons.  The  average  price which has been preset is $0.926 per
               gallon,  or $1,011,654.  The open commitment at December 31, 2000
               for future purchases was $546,000.

                    Able Oil  company is under  contract to purchase #2 oil from
               Amerada Hess  Corporation  during January and February 2001. 2000
               barrels or 84,000  gallons at a fixed price of $87,150.  Able Oil
               is also under  contract  with Energy  Merchants,  LLC to purchase
               300,000  gallons  of  #2  oil  in  January  2001  at  a  cost  of
               approximately $315,000.

                    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 8). 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-23
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999

Note 13         Commitments and Contingencies (cont'd)

                    Able Energy Terminal LLC, (Able) a subsidiary, the seller of
               the property and the former tenants, have a draft agreement which
               has not been  signed as of this  report.  In the  agreement,  the
               defendants  (former  tenants) agree to pay a certain sum to Able,
               the  settlement  amount,  and  Able  will  undertake  all  action
               necessary to investigate and remediate the  contamination  of the
               soil and  groundwater  at the  property.  Able shall enter into a
               memorandum of agreement with NJDEP and shall request from NJDEP a
               No Further Action letter.

                    Price  Energy.Com,  Inc., a subsidiary,  has commenced  suit
               against ThinkSpark  Corporation on Consulting Services Agreement,
               dated  June  2,  2000.  ThinkSpark  was to  provide  services  of
               professional  quality  performed by knowledgeable  staff familiar
               with  the  operation  of the  software  and its  application  and
               conforming  to  generally  accepted  data  processing  practices.
               ThinkSpark agreed that it could develop,  deliver and install the
               system to be operational by mid-August  2000.  ThinkSpark  ceased
               work in mid-October 2000 and the project was not completed. Price
               Energy  hired  another  firm  which is  completing  the  project.
               ThinkSpark  admits the  original  estimate  for the  project  was
               $266,000.  Price Energy paid ThinkSpark $82,539 and is paying the
               new firm $75,600 which will complete the work by March 15, 2001.

                    ThinkSpark  has  filed a  counterclaim  seeking  payment  of
               $283,100.62,  which is the total amount of bills rendered.  There
               is a liability of $107,861 in accounts  payable on the  financial
               statement.  This  amount  represents  the  original  estimate  of
               $266,000,  less payments, to ThinkSpark and the new firm hired to
               complete  the  project.  The  Company  is unable to  predict  the
               outcome of the case, but management  feels the settlement  should
               not be more than the booked liability.

                    The  company  in the  normal  course  of  business  has been
               involved  in several  suits.  Two suits have been  settled out of
               court at agreeable terms,  according to management.  No suits are
               currently in litigation, except as noted above.

                    Able Oil Company has been  examined by the Internal  Revenue
               Service  through the year ended  December 31, 1995. The only open
               year for Able Oil Company is December  31, 1996 and Able  Energy,
               Inc., et al, open years are December 31, 1997,  1998 and December
               31, 1999.  The Company has a net operating loss  carryforward  of
               approximately $640,000 at December 31, 2000.

Note 14         Operating Lease

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

                                      F-24
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999


Note 14         Operating Lease (cont'd)

                    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 monthly rent, including Common Area Charges, as
               of October  2000 is $9,084 per month.  The lease does not contain
               any option for  renewal.  The rent  expense was $ 37,005  through
               December 31, 2000. The estimated future rents are as follows:
<TABLE>
<CAPTION>

                                            Year Ended December 31,
<S>                                         <C>                                                       <C>
                                            2001                                                      $110,000
                                            2002                                                       113,000
                                            2003-2005                                                  290,000
                                                                                                       -------
                                                     Total                                            $513,000
                                                                                                      ========
</TABLE>

                    The  Company  leased an  additional  facility on Route 46 in
               Rockaway,  New  Jersey.  The  lease  has a term of one year  from
               September  1, 1999 to August  31,  2000.  The rent is $1,300  per
               month,  $15,600  for the year,  plus 10% of the  increase in real
               estate taxes over the base year, 1999. The Company has the option
               to renew for five additional  one-year terms. The renewals are at
               an  increase  of $100 per month  during each  renewal  term.  The
               estimated future rent upon one year renewal is $16,800.  The rent
               expense was $11,700 for the year ended  December  31,  2000.  The
               Company vacated this leased facility in October 2000.

                    The following summarizes the month to month operating leases
               for the other subsidiaries:
<TABLE>
<CAPTION>

<S>                                                                            <C>
                           Able Oil Melbourne                                  $500.00, per month
                                                                               Total 2000 rent expense, $6,000

                           Able Energy New York                                $500.00, per month
                                                                               Total 2000 rent expense, $6,000
</TABLE>

                                      F-25
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999

Note 15         Franchising

                    The  Company  has  begun   operations  to  sell   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 has signed its first franchise  agreement
               in  September  2000.  The  franchisee  has paid the  company  the
               following:

1.              A non-refundable franchise fee of $25,000 has been  recorded  as
                Other income. Operations began in September 2000.

2.              An  advertising  deposit of $15,000 and a $5,000 escrow deposit.
                This $5,000 is shown as an Escrow Deposit liability. The $15,000
                has been charged against advertising as the funds were used.

Note 16         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 8 1/2% between the Shareholder and the Company.

Note 17         Extraordinary Item

                    The  extraordinary  item  is  the  income  realized  on  the
               extinguishment  of debt for less than its  carrying  amount.  The
               amount shown is net of income taxes of $9,710.

                    On  September  7,  1999,  the  Company  paid  two  loans  to
               Connell's  Fuel  Oil  Company  and  William  Toriello  which  had
               original due dates of November 1, 2001.
<TABLE>
<CAPTION>

<S>                                                                                                   <C>
                           Total Amount Due                                                           $312,454
                           Amount Paid                                                                 247,725
                                                                                                      --------
                           Income on Extinguishment of Debt                                             64,729
                              Less Income Taxes                                                          9,710
                                                                                                      --------
                           Extraordinary Item                                                         $ 55,019
                                                                                                      ========
</TABLE>
                                      F-26
<PAGE>
                       ABLE ENERGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

                           DECEMBER 31, 2000 AND 1999



Note 18         Common Stock Split

                    In conjunction  with the Company's  initial public offering,
               its common stock was split 1000-for-l.
<TABLE>
<CAPTION>

                                                                      Original             After Split and
                                                                                           Public Offering

<S>                                                                     <C>                 <C>
                 Authorized Shares                                      10,000              10,000,000
                                                                        ------              ----------
                 Issued and Outstanding Shares                           1,000               1,000,000

                 Public Offering Shares                                      0               1,000,000
                                                                                            ----------
                 Total Issued and Outstanding Shares
                                                                                             2,000,000
                                                                                            ==========
                 Par Value $.001 per Share                                  $1             $     2,000
                                                                                            ==========
</TABLE>

Note 19         Per share Information

                    Pershare information has been computed based on the weighted
               average number of shares. The shares give effect to a 1,000-for-1
               stock split by the Company and its public  offering of  1,000,000
               shares.


Note 20         Subsequent Event

                    On  February   20,   2001,   the  Company   filed  Form  S-8
               registration   statement   with  the   Securities   and  Exchange
               Commission  registering  additional  shares of Common Stock which
               become  issuable  under the 1999 Stock  Option  Plan and the 2000
               Stock  Bonus Plan.  700,000  shares  were  registered  underlying
               options that may be issued pursuant to the 1999 Stock Option Plan
               and 350,000 shares were registered that may be issued pursuant to
               the 2000 Stock Bonus Plan.


                                      F-27